Common use of Employee Plan Compliance Clause in Contracts

Employee Plan Compliance. Except, in each case, as would not, individually or in the aggregate, have a Material Adverse Effect on the Company (i) the Company has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by any other party to, each Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) each Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination letter from the IRS with respect to each such Plan as to its qualified status under the Code or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination and no event has occurred which would adversely affect the status of such determination letter or the qualified status of such Plan; (iii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan; (iv) there are no actions, suits or claims pending, or, to the knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan; (v) each Company Employee Plan can be amended, terminated or otherwise discontinued after the Closing in accordance with its terms, without liability to the Company or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination event); (vi) there are no audits, inquiries or proceedings pending or, to the knowledge of the Company, threatened by the IRS or DOL with respect to any Company Employee Plan; (vii) neither the Company nor any Affiliate is subject to any material penalty or tax with respect to any Company Employee Plan under Section 402(i) of ERISA or Sections 4975 through 4980 of the Code; and (viii) all contributions due from the Company or any Affiliate with respect to any of the Company Employee Plans have been made as required under ERISA or have been accrued on the Company Balance Sheet.

Employee Plan Compliance. Except, in each case, as would not, individually or in the aggregate, have a Material Adverse Effect on the Company (i) the Company has Q5 and Q5 Subsidiaries have performed in all material respects all obligations required to be performed by it them under, is are not in material default or violation of, and has have no knowledge Knowledge of any default or violation by any other party to, to each Company Q5 Employee Plan, and each Company Q5 Employee Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or and the Code; (ii) each Company Q5 Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination determination, opinion, notification or advisory letter from the IRS with respect to each such Q5 Employee Plan as to its qualified status under the Code or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination and no event has occurred which would adversely affect the status of such determination letter or as to the qualified status of each such Q5 Employee Plan; (iii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 or Section 408 of ERISAERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Company Q5 Employee Plan; (iv) there are no actions, suits or claims pending, or, to the knowledge Knowledge of the CompanyQ5 or any Q5 Subsidiary, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Q5 Employee Plan or against the assets of any Company Q5 Employee Plan; (v) each Company Employee Plan can be amended, terminated or otherwise discontinued after the Closing in accordance with its terms, without liability to the Company or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination event); (vi) there are no audits, inquiries or proceedings pending or, to the knowledge Knowledge of the CompanyQ5 or any of Q5 Subsidiaries, or any ERISA Affiliates, threatened by the IRS or DOL with respect to any Company Q5 Employee Plan; and (viivi) neither the Company Q5, Q5 Subsidiaries, nor any ERISA Affiliate is subject to any material penalty or tax with respect to any Company Q5 Employee Plan under Section 402(i502(i) of ERISA or Sections 4975 through 4980 of the Code; and (viii) all contributions due from the Company or any Affiliate with respect to any of the Company Employee Plans have been made as required under ERISA or have been accrued on the Company Balance Sheet.

Employee Plan Compliance. Except, in each case, as would not, individually or in the aggregate, have a Material Adverse Effect on the Company (i) the Company Launch has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, ; and has no knowledge of any material default or violation by any other party to, to each Company Launch Employee Plan, and each Company Launch Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) each Company Launch Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is qualified, and has either received a favorable determination letter from the IRS with respect to each such Plan as to its qualified status under the Code or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination applicable for all periods beginning with the adoption of such Launch Employee Plan and no event has occurred which would adversely affect the status of such determination letter or the qualified status of such Plan; (iii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Launch Employee Plan; (iv) there are no actions, suits or claims pending, or, to the knowledge of the CompanyLaunch, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Launch Employee Plan or against the assets of any Company Launch Employee Plan; (v) each Company Launch Employee Plan can be amended, terminated or otherwise discontinued after the Closing Effective Time in accordance with its terms, without liability to the Company Yahoo!, Launch or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination event); (vi) there are no audits, inquiries or proceedings pending or, to the knowledge of the CompanyLaunch, threatened by the IRS or DOL with respect to any Company Launch Employee Plan; and (vii) neither the Company Launch nor any Affiliate is subject to any material penalty or tax with respect to any Company Launch Employee Plan under Section 402(i) of ERISA or Sections 4975 through 4980 of the Code; and (viii) all contributions due from the Company or any Affiliate with respect to any of the Company Employee Plans have been made as required under ERISA or have been accrued on the Company Balance Sheet.

Employee Plan Compliance. Except, in each case, as would not, individually or in the aggregate, have a Material Adverse Effect on the Company (i) the Company has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by any other party to, each Company Employee Plan, and each Each Company Employee Plan has been established established, administered, and maintained in all material respects in accordance with its terms and in material compliance with all applicable laws, statutes, orders, rules and regulationsLaws, including but not limited to ERISA or and the Code; (ii) each all the Company Employee Plan Plans that are intended to qualify be qualified under Section 401(a) (“Qualified Pension Plan”) of the Code are so qualified and have received timely determination letters from the IRS and, as of the date hereof, no such determination letter has been revoked nor, to the Knowledge of the Company, has any such revocation been threatened, and to the Knowledge of the Company, as of the date hereof, no circumstance exists that is likely to result in the loss of such qualified status under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination letter from the IRS with respect to each such Plan as to its qualified status under the Code or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination and no event has occurred which would adversely affect the status of such determination letter or the qualified status of such PlanCode; (iii) no "prohibited transaction," within the meaning Company has timely made all material contributions and other material payments required by and due under the terms of Section 4975 each Company Employee Plan and applicable Law, and all benefits accrued under any unfunded Company Employee Plan have been paid, accrued or otherwise adequately reserved to the extent required by, and in accordance with GAAP; (iv) as of the Code date hereof, there are no material audits, inquiries or Sections 406 and 407 Legal Actions pending or, to the Knowledge of ERISAthe Company, and not otherwise exempt under Section 408 threatened by the IRS or the U.S. Department of ERISALabor, has occurred or any similar Governmental Entity with respect to any Company Employee Plan; (ivv) as of the date hereof, there are no actions, suits or claims material Legal Actions pending, or, to the knowledge Knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan; (v) each Company Employee Plan can be amended, terminated or otherwise discontinued after the Closing in accordance with its terms, without liability to the Company or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination event); (vi) there are no audits, inquiries or proceedings pending or, to the knowledge of the Company, threatened by the IRS or DOL with respect to any Company Employee Plan; (vii) neither the Company nor any Affiliate is subject to any material penalty or tax with respect to any Company Employee Plan under Section 402(i) of ERISA or Sections 4975 through 4980 of the Code(in each case, other than routine claims for benefits); and (viiivi) all contributions due from to the Knowledge of the Company, the Company has not engaged in a transaction that could subject the Company or any Affiliate with respect Subsidiary to any a tax or penalty imposed by either Section 4975 (“Exercise Tax”)of the Code or Section 502(i) of the Company Employee Plans have been made as required under ERISA or have been accrued on the Company Balance Sheet(“Civil monitory penalty/Non-qualified plan”).

Employee Plan Compliance. Except, in each case, as would not, individually or in the aggregate, have a Material Adverse Effect on the Company (i) Each of the Company and its Affiliates has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by any other party to, each Company Employee PlanPlan and/or Employee Agreement, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulationsLegal Requirements, including but not limited to ERISA or the Code; (ii) each Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received (A) a favorable determination letter from the IRS with respect to each such Plan as to its qualified status under the Code (or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination determination) or (B) if such Plan is on a prototype or volume submitter plan document, such prototype or volume submitter document has received a favorable opinion letter, and no event has occurred which would adversely affect the status of such determination letter or opinion letter or the qualified status of such Plan; (iii) no "“prohibited transaction," ” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan; (iv) there are no actions, suits or claims pending, or, to the knowledge of the Company’s knowledge, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan; (v) each Company Employee Plan can be amended, terminated or otherwise discontinued either before or after the Closing Effective Time in accordance with its terms, without liability to Parent, the Company or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination event); (vi) there are no audits, inquiries or proceedings pending or, to the knowledge of the Company’s knowledge, threatened by the IRS or DOL with respect to any Company Employee Plan; (vii) neither the Company nor any Affiliate is subject to any material penalty or tax with respect to any Company Employee Plan under Section 402(i) of ERISA or Sections 4975 through 4980 of the Code; and (viii) all contributions due from the Company or any Affiliate with respect to any of the Company Employee Plans have been made as required under ERISA or have been accrued on the Company Balance Sheet.

Employee Plan Compliance. Except, in each case, as would not, individually or in the aggregate, have a Material Adverse Effect on the Company Parent (i) the Company Parent has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by any other party to, each Company Parent Employee Plan, and each Company Parent Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) each Company Parent Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination letter from the IRS with respect to each such Plan as to its qualified status under the Code or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination and no event has occurred which would adversely affect the status of such determination letter or the qualified status of such Plan; (iii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Parent Employee Plan; (iv) there are no actions, suits or claims pending, or, to the knowledge of the CompanyParent, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Parent Employee Plan or against the assets of any Company Parent Employee Plan; (v) each Company Parent Employee Plan can be amended, terminated or otherwise discontinued after the Closing Effective Time in accordance with its terms, without liability to the Company Parent, Parent or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination event); (vi) there are no audits, inquiries or proceedings pending or, to the knowledge of the CompanyParent, threatened by the IRS or DOL with respect to any Company Parent Employee Plan; (vii) neither the Company Parent nor any Affiliate is subject to any material penalty or tax with respect to any Company Parent Employee Plan under Section 402(i) of ERISA or Sections 4975 through 4980 of the Code; and (viii) all contributions due from the Company Parent or any Affiliate with respect to any of the Company Parent Employee Plans have been made as required under ERISA or have been accrued on the Company Parent Balance Sheet.

Employee Plan Compliance. Except, in each case, as would not, individually or in the aggregate, have a Material Adverse Effect on the Company (i) the Company has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by any other party to, each Company Employee Plan, and each Company Each GWW Employee Plan has been established established, administered, and maintained in all material respects in accordance with its terms and in material compliance with all applicable laws, statutes, orders, rules and regulationsLaws, including but not limited to ERISA or and the Code; (ii) each Company all the GWW Employee Plan Plans that are intended to qualify be qualified under Section 401(a) of the Code are so qualified and each trust intended have received timely determination letters from the IRS and no such determination letter has been revoked nor, to qualify under Section 501(a) the Knowledge of the Code GWW, has either received any such revocation been threatened, or with respect to a favorable determination prototype plan, can rely on an opinion letter from the IRS with respect to each the prototype plan sponsor, to the effect that such Plan as qualified retirement plan and the related trust are exempt from federal income Taxes under Sections 401(a) and 501(a), respectively, of the Code, and to its the Knowledge of GWW no circumstance exists that is likely to result in the loss of such qualified status under Section 401(a) of the Code or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination and no event has occurred which would adversely affect the status of such determination letter or the qualified status of such PlanCode; (iii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 GWW and 407 of ERISAits Subsidiaries, where applicable, have timely made all contributions, benefits, premiums, and not other payments required by and due under the terms of each GWW Employee Plan and applicable Law and accounting principles, and all benefits accrued under any unfunded GWW Employee Plan have been paid, accrued, or otherwise exempt under Section 408 of ERISAadequately reserved to the extent required by, has occurred and in accordance with respect to any Company Employee PlanGAAP or IFRS, as applicable; (iv) there are no actions, suits or claims pending, or, except to the knowledge of the Companyextent limited by applicable Law, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan; (v) each Company GWW Employee Plan can be amended, terminated terminated, or otherwise discontinued after the Closing in accordance with its terms, without material liability to the Company BitNile, GWW, or any of its Affiliates Subsidiaries (other than ordinary administration expenses typically incurred and in a termination eventrespect of accrued benefits thereunder); (v) there are no investigations, audits, inquiries, enforcement actions, or Legal Proceedings pending or, to the Knowledge of GWW, threatened by the IRS, U.S. Department of Labor, Health and Human Services, Equal Employment Opportunity Commission, or any similar Governmental Authority with respect to any GWW Employee Plan; (vi) there are no auditsmaterial Legal Proceedings pending, inquiries or proceedings pending or, to the knowledge Knowledge of the CompanyGWW, threatened by the IRS or DOL with respect to any Company GWW Employee PlanPlan (in each case, other than routine claims for benefits); (vii) to the Knowledge of GWW, neither the Company GWW nor any of its GWW ERISA Affiliates has engaged in a transaction that could subject GWW or any GWW ERISA Affiliate is subject to any material a Tax or penalty imposed by either Section 4975 of the Code or tax with respect to any Company Employee Plan under Section 402(i502(i) of ERISA or Sections 4975 through 4980 of the CodeERISA; and (viii) all contributions due from the Company or any Affiliate with respect to any of the Company non-US GWW Employee Plans have been made that are intended to be funded or book-reserved are funded or book-reserved, as required under ERISA or have been accrued appropriate, based on the Company Balance Sheetreasonable actuarial assumptions.

Employee Plan Compliance. Except, in each case, as would not, individually or in the aggregate, have a Material Adverse Effect on the Company Parent (i) the Company Parent has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by any other party to, each Company Parent Employee Plan, and each Company Parent Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) each Company Parent Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination letter from the IRS with respect to each such Plan as to its qualified status under the Code or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination and no event has occurred which would adversely affect the status of such determination letter or the qualified status of such Plan; (iii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Parent Employee Plan; (iv) there are no actions, suits or claims pending, or, to the knowledge of the CompanyParent, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Parent Employee Plan or against the assets of any Company Parent Employee Plan; (v) each Company Parent Employee Plan can be amended, terminated or otherwise discontinued after the Closing in accordance with its terms, without liability to the Company Parent or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination event); (vi) there are no audits, inquiries or proceedings pending or, to the knowledge of the CompanyParent, threatened by the IRS or DOL with respect to any Company Parent Employee Plan; (vii) neither the Company Parent nor any Affiliate is subject to any material penalty or tax with respect to any Company Parent Employee Plan under Section 402(i) of ERISA or Sections 4975 through 4980 of the Code; and (viii) all contributions due from the Company Parent or any Affiliate with respect to any of the Company Parent Employee Plans have been made as required under ERISA or have been accrued on the Company Parent Balance Sheet.

Employee Plan Compliance. Except, in each case, as would not, individually or in the aggregate, have a Material Adverse Effect on the Company (i) the Company has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by any other party to, each Company Employee Plan, and each Company Each Acquirer Employee Plan has been established established, administered, and maintained in all material respects in accordance with its terms and in material compliance with all applicable laws, statutes, orders, rules and regulationsLaws, including but not limited to ERISA or and the Code; (ii) each Company all the Acquirer Employee Plan Plans that are intended to qualify be qualified under Section 401(a) of the Code are so qualified and each trust intended have received timely determination letters from the IRS and, as of the date hereof, no such determination letter has been revoked nor, to qualify the Knowledge of the Acquirer, has any such revocation been threatened, and to the Knowledge of the Acquirer, as of the date hereof, no circumstance exists that is likely to result in the loss of such qualified status under Section 501(a401(a) of the Code has either received a favorable determination letter from the IRS with respect to each such Plan as to its qualified status under the Code or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination and no event has occurred which would adversely affect the status of such determination letter or the qualified status of such PlanCode; (iii) no "prohibited transaction," within the meaning Acquirer and its Subsidiaries, where applicable, have timely made all material contributions and other material payments required by and due under the terms of Section 4975 of the Code or Sections 406 each Acquirer Employee Plan and 407 of ERISAapplicable Law, and not all benefits accrued under any unfunded Acquirer Employee Plan have been paid, accrued or otherwise exempt under Section 408 of ERISAadequately reserved to the extent required by, has occurred and in accordance with respect to any Company Employee PlanGAAP; (iv) there are no actions, suits or claims pending, or, except to the knowledge of the Companyextent limited by applicable Law, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan; (v) each Company Acquirer Employee Plan can be amended, terminated or otherwise discontinued after the Closing Effective Time in accordance with its terms, without material liability to Acquirer, the Company Acquirer or any of its Affiliates Subsidiaries (other than ordinary administration expenses typically incurred and in a termination eventrespect of accrued benefits thereunder); (viv) as of the date hereof, there are no material audits, inquiries or proceedings Legal Actions pending or, to the knowledge Knowledge of the CompanyAcquirer, threatened by the IRS or DOL the U.S. Department of Labor, or any similar Governmental Entity with respect to any Company Acquirer Employee Plan; (viivi) neither as of the Company nor any Affiliate is subject date hereof, there are no material Legal Actions pending, or, to any material penalty or tax the Knowledge of the Acquirer, threatened with respect to any Company Acquirer Employee Plan under Section 402(i) of ERISA or Sections 4975 through 4980 of the Code(in each case, other than routine claims for benefits); and (viiivii) all contributions due from to the Company Knowledge of the Acquirer, neither the Acquirer nor any of its Subsidiaries has engaged in a transaction that could subject the Acquirer or any Affiliate with respect Subsidiary to any a tax or penalty imposed by either Section 4975 of the Company Employee Plans have been made as required under ERISA Code or have been accrued on the Company Balance SheetSection 502(i) of ERISA.

Employee Plan Compliance. Except, in each case, as would not, individually or in the aggregate, have a Material Adverse Effect on the Company (i) Each Company Employee Plan (other than any multi-employer plans within the Company meaning of Section 3(37) of ERISA (each a “Multi-employer Plan”)) has performed been established, administered, and maintained in all material respects all obligations required in accordance with its terms and in material compliance with applicable Laws, including but not limited to be performed by it under, is not in default or violation of, ERISA and has no knowledge of any default or violation by any other party to, each Company Employee Planthe Code, and each Company Employee Multi-employer Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the CodeLaws; (ii) each all the Company Employee Plan Plans that are intended to qualify be qualified under Section 401(a) of the Code are so qualified and each trust intended have received timely determination letters from the IRS or opinion letter issued to qualify a prototype sponsor and, as of the date hereof, no such determination or opinion letter has been revoked nor, to the Knowledge of the Company, has any such revocation been threatened, and to the Knowledge of the Company, as of the date hereof, no circumstance exists that is likely to result in the loss of such qualified status under Section 501(a401(a) of the Code has either received a favorable determination letter from the IRS with respect to each such Plan as to its qualified status under the Code or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination and no event has occurred which would adversely affect the status of such determination letter or the qualified status of such PlanCode; (iii) no "prohibited transaction," within the meaning Company and its Subsidiaries, where applicable, have timely made all material contributions and other material payments required by and due under the terms of Section 4975 of the Code or Sections 406 each Company Employee Plan and 407 of ERISAapplicable Law, and not otherwise exempt all benefits accrued under Section 408 of ERISA, has occurred with respect to any unfunded Company Employee PlanPlan have been paid, accrued or otherwise adequately reserved to the extent required by, and in accordance with GAAP; (iv) there are no actions, suits or claims pending, or, except to the knowledge of the Companyextent limited by applicable Law, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan; (v) each Company Employee Plan can be amended, terminated or otherwise discontinued after the Closing Effective Time in accordance with its terms, without material liability to Parent, the Company or any of its Affiliates Subsidiaries (other than ordinary administration expenses typically incurred and in a termination eventrespect of accrued benefits thereunder); (viv) as of the date hereof, there are no material audits, inquiries or proceedings Legal Actions pending or, to the knowledge Knowledge of the Company, threatened by the IRS or DOL the U.S. Department of Labor, or any similar Governmental Entity with respect to any Company Employee Plan; (vi) as of the date hereof, there are no material Legal Actions pending, or, to the Knowledge of the Company, threatened with respect to any Company Employee Plan (in each case, other than routine claims for benefits); and (vii) neither the Company nor any Affiliate is of its Subsidiaries has engaged in a transaction that could subject to any material penalty or tax with respect to any Company Employee Plan under Section 402(i) of ERISA or Sections 4975 through 4980 of the Code; and (viii) all contributions due from the Company or any Affiliate with respect Subsidiary to any a tax or penalty imposed by either Section 4975 of the Company Employee Plans have been made as required under ERISA Code or have been accrued on the Company Balance SheetSection 502(i) of ERISA.

Employee Plan Compliance. Except, in each case, as would not, individually or in the aggregate, have a Material Adverse Effect on the Company (i) Except as set forth in Section 4.19(d) of the Company Expert Disclosure Letter, Expert and each of the Expert Subsidiaries and Affiliates has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by any other party to, them under each Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or and the Code; (ii) each Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination letter from the IRS with respect to each such Plan as to its qualified status under the Code or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination and no event has occurred which would adversely affect the status of such determination letter or the qualified status of such Plan; (iii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections Section 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISAERISA for which no class or statutory exemption is available, has occurred with respect to any Company Employee Plan; (iviii) there are no material actions, suits or claims pending, pending or, to the knowledge of the CompanyExpert, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan; (viv) each Company such Employee Plan can be amended, terminated or otherwise discontinued after the Closing Effective Time in accordance with its terms, without material liability to Expert or any of the Company Expert Subsidiaries or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination event); (viv) there are no audits, inquiries or proceedings pending or, to the knowledge of the CompanyExpert, threatened by the IRS or DOL with respect to any Company Employee Plan; (viivi) neither the Company Expert nor any Affiliate of its Subsidiaries is subject to any material penalty or tax with respect to any Company Employee Plan under Section 402(i) of ERISA or Sections Section 4975 through 4980 of the Code; and (viiivii) all contributions due from contributions, including any top heavy contributions, required to be made prior to the Company Closing by Expert or any ERISA Affiliate with respect to any of the Company Employee Plans Plan have been made as required under ERISA or have been accrued shall be made on or before the Company Balance SheetClosing Date.

Employee Plan Compliance. Except, in each case, as would not, individually or in the aggregate, have a Material Adverse Effect on the Company Neoforma (i) the Company Neoforma has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by any other party to, each Company Neoforma Employee Plan, and each Company Neoforma Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) each Company Neoforma Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination letter from the IRS with respect to each such Plan as to its qualified status under the Code or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination and no event has occurred which would adversely affect the status of such determination letter or the qualified status of such Plan; (iii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Neoforma Employee Plan; (iv) there are no actions, suits or claims pending, or, to the knowledge of the CompanyNeoforma, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Neoforma Employee Plan or against the assets of any Company Neoforma Employee Plan; (v) each Company Neoforma Employee Plan can be amended, terminated or otherwise discontinued after the Closing Effective Time in accordance with its terms, without liability to the Company Neoforma, Neoforma or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination event); (vi) there are no audits, inquiries or proceedings pending or, to the knowledge of the CompanyNeoforma, threatened by the IRS or DOL with respect to any Company Neoforma Employee Plan; (vii) neither the Company Neoforma nor any Affiliate is subject to any material penalty or tax with respect to any Company Neoforma Employee Plan under Section 402(i) of ERISA or Sections 4975 through 4980 of the Code; and (viii) all contributions due from the Company Neoforma or any Affiliate with respect to any of the Company Neoforma Employee Plans have been made as required under ERISA or have been accrued on the Company Neoforma Balance Sheet.

Employee Plan Compliance. ExceptExcept as set forth on Section 2.12(d) of the Cybex Schedules, in each case, as would not, individually or in the aggregate, have a Material Adverse Effect on the Company (i) the Company Cybex has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by any other party to, to each Company Cybex Employee Plan, and each Company Cybex Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) each Company Cybex Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination determination, opinion, notification or advisory letter from the IRS with respect to each such Cybex Employee Plan as to its qualified status under the Code, including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination and no event has occurred which would adversely affect the status of such determination letter or as to the qualified status of each such Cybex Employee Plan; (iii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 of the Code or Section 408 of ERISAERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Company Cybex Employee Plan; (iv) there are no actions, suits or claims pending, or, to the knowledge of the CompanyCybex, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Cybex Employee Plan or against the assets of any Company Cybex Employee Plan; (v) each Company Cybex Employee Plan (other than any stock option plan) can be amended, terminated or otherwise discontinued after the Closing in accordance with its termsEffective Time, without material liability to the Company Apex, Cybex or any of its Cybex Affiliates (other than ordinary administration expenses typically incurred in a termination eventexpenses); (vi) there are no audits, inquiries or proceedings pending or, to the knowledge of the CompanyCybex or any Cybex Affiliates, threatened by the IRS or DOL with respect to any Company Cybex Employee Plan; and (vii) neither the Company Cybex nor any Cybex Affiliate is subject to any material penalty or tax with respect to any Company Cybex Employee Plan under Section 402(i502(i) of ERISA or Sections 4975 through 4980 of the Code; and (viii) all contributions due from the Company or any Affiliate with respect to any of the Company Employee Plans have been made as required under ERISA or have been accrued on the Company Balance Sheet.

Employee Plan Compliance. Except, in each case, as would not, individually or in the aggregate, have a Material Adverse Effect on the Company (i) the Company has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by any other party to, each Company Employee Plan, and each Company Each Parent Employee Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with all applicable laws, statutes, orders, rules laws and regulations, including but not limited to ERISA or the Code; (ii) each Company Parent Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination letter from the IRS with respect to each such Plan as to its qualified status under the Code Code, and ERISA or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination and and, to Parent’s knowledge, no event has occurred which would adversely affect the status of such determination letter or the qualified status of such Plan; (iii) no "“prohibited transaction," ” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Parent Employee Plan; (iv) there are no actions, suits or claims pending, or, to the knowledge of the CompanyParent, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Parent Employee Plan; (v) each Company Parent Employee Plan can be amended, terminated or otherwise discontinued after the Closing Effective Time in accordance with its terms, without material liability to the Company Parent or any of its ERISA Affiliates (other than ordinary administration expenses typically incurred in a termination eventevent or agreements that by their terms cannot be amended, terminated or discontinued unilaterally by Parent); (vi) there are no audits, inquiries audits or proceedings pending or, to the knowledge of the CompanyParent, threatened by the IRS or DOL with respect to any Company Parent Employee Plan; (vii) neither the Company Parent nor any ERISA Affiliate is subject to any material penalty or tax with respect to any Company Parent Employee Plan under Section 402(i) of ERISA or Sections 4975 through 4980 of the Code; and (viii) all contributions due from the Company or any Affiliate Parent with respect to any of the Company Parent Employee Plans have been made as required under ERISA or have been accrued on the Company Parent Balance Sheet.

Employee Plan Compliance. Except, in each case, as would not, individually or in the aggregate, have a Material Adverse Effect on the Company (i) the The Company has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by any other party to, under each Company Employee Plan, Plan and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance in all material respects with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or and the Code; (ii) each Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination letter from the IRS with respect to each such Plan as to its qualified status under from the Code IRS, has timely applied for such a determination or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination and no event has occurred which would adversely affect the status of such determination letter or the qualified status of such Plandetermination; (iii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan; (iv) there are no material actions, suits or claims pending, or, to the knowledge of the Company, Company threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan; (viv) each Company Employee Plan can be amended, terminated or otherwise discontinued after the Closing in accordance with its terms, without liability to the Company Company, NEON or any of its Affiliates Affiliate (other than ordinary administration expenses typically incurred in a termination event); (viv) there are no audits, inquiries or proceedings pending or, to the knowledge of the Company, threatened by the IRS or DOL with respect to any Company Employee Plan; and (viivi) neither the Company nor any Affiliate is is, to the knowledge of the Company, subject to any material penalty or tax with respect to any Company Employee Plan under Section 402(i) of ERISA or Sections Section 4975 through 4980 of the Code; and (viii) all contributions due from the Company or any Affiliate with respect to any of the Company Employee Plans have been made as required under ERISA or have been accrued on the Company Balance Sheet.

Employee Plan Compliance. Except, in each case, as would not, individually or in the aggregate, have a Material Adverse Effect on the Company (i) the Company Talarian has performed in ------------------------ all material respects all obligations required to be performed by it under, is not in default or violation of, ; and has no knowledge of any material default or violation by any other party to, to each Company Talarian Employee Plan, and each Company Talarian Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) each Company Talarian Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is so qualified, and has either received a favorable determination letter from the IRS with respect to each such Plan as to its qualified status under the Code or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination effective as of the adoption of the Plan, and no event has occurred which would adversely affect the status of such determination letter or the qualified status of such Plan; (iii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Talarian Employee Plan; (iv) there are no actions, suits or claims pending, or, to the knowledge of the CompanyTalarian, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Talarian Employee Plan or against the assets of any Company Talarian Employee Plan; (v) each Company Talarian Employee Plan can be amended, terminated or otherwise discontinued after the Closing Effective Time in accordance with its terms, without liability to the Company TIBCO, Talarian or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination event); (vi) there are no audits, inquiries or proceedings pending or, to the knowledge of the CompanyTalarian, threatened by the IRS or DOL with respect to any Company Talarian Employee Plan; and (vii) neither the Company Talarian nor any Affiliate is subject to any material penalty or tax with respect to any Company Talarian Employee Plan under Section 402(i) of ERISA or Sections 4975 through 4980 of the Code; and (viii) all contributions due from the Company or any Affiliate with respect to any of the Company Employee Plans have been made as required under ERISA or have been accrued on the Company Balance Sheet.

Employee Plan Compliance. Except, in each case, as would not, individually or in the aggregate, have a Material Adverse Effect on the Company (i) the The Company has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any material default or violation by any other party to, to each Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) each Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination determination, opinion, notification or advisory letter from the IRS with respect to each such Plan as to its qualified status under the Code, including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination and no event has occurred which would adversely affect the status of such determination letter or as to the qualified status of each such Company Employee Plan; (iii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan; (iv) there are no actions, suits or claims pending, or, to the knowledge of the Company, pending or threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan; (v) each Company Employee Plan can be amended, terminated or otherwise discontinued after the Closing Effective Time in accordance with its terms, without liability to Buyer, the Surviving Corporation, the Company or any of its Affiliates Affiliate (other than ordinary administration expenses typically incurred in a termination eventexpenses); (vi) there are no audits, inquiries or proceedings pending or, to the knowledge Knowledge of the CompanyCompany or any Affiliates, threatened by the IRS or DOL with respect to any Company Employee Plan; and (vii) neither the Company nor any Affiliate is subject to any material penalty or tax with respect to any Company Employee Plan under Section 402(i502(i) of ERISA or Sections 4975 through 4980 of the Code; and (viii) all contributions due from the Company or any Affiliate with respect to any of the Company Employee Plans have been made as required under ERISA or have been accrued on the Company Balance Sheet.

Employee Plan Compliance. Except, in each case, as would not, individually or in the aggregate, have a Material Adverse Effect on the Company (i) the Company has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by any other party to, each Company Employee Plan, and each Company Each Target Employee Plan has been established established, administered, and maintained in all material respects in accordance with its terms and in material compliance with all applicable laws, statutes, orders, rules and regulationsLaws, including but not limited to ERISA or and the Code; (ii) each Company all the Target Employee Plan Plans that are intended to qualify be qualified under Section 401(a) of the Code are so qualified and each trust intended have received timely determination letters from the IRS and, as of the date hereof, no such determination letter has been revoked nor, to qualify the Knowledge of the Target, has any such revocation been threatened, and to the Knowledge of the Target, as of the date hereof, no circumstance exists that is likely to result in the loss of such qualified status under Section 501(a401(a) of the Code has either received a favorable determination letter from the IRS with respect to each such Plan as to its qualified status under the Code or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination and no event has occurred which would adversely affect the status of such determination letter or the qualified status of such PlanCode; (iii) no "prohibited transaction," within the meaning Target and its Subsidiaries, where applicable, have timely made all material contributions and other material payments required by and due under the terms of Section 4975 of the Code or Sections 406 each Target Employee Plan and 407 of ERISAapplicable Law, and not all benefits accrued under any unfunded Target Employee Plan have been paid, accrued or otherwise exempt under Section 408 of ERISAadequately reserved to the extent required by, has occurred and in accordance with respect to any Company Employee PlanGAAP; (iv) there are no actions, suits or claims pending, or, except to the knowledge of the Companyextent limited by applicable Law, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan; (v) each Company Target Employee Plan can be amended, terminated or otherwise discontinued after the Closing Effective Time in accordance with its terms, without material liability to Acquirer, the Company Target or any of its Affiliates Subsidiaries (other than ordinary administration expenses typically incurred and in a termination eventrespect of accrued benefits thereunder); (viv) as of the date hereof, there are no material audits, inquiries or proceedings Legal Actions pending or, to the knowledge Knowledge of the CompanyTarget, threatened by the IRS or DOL the U.S. Department of Labor, or any similar Governmental Entity with respect to any Company Target Employee Plan; (viivi) neither as of the Company nor any Affiliate is subject date hereof, there are no material Legal Actions pending, or, to any material penalty or tax the Knowledge of the Target, threatened with respect to any Company Target Employee Plan under Section 402(i) of ERISA or Sections 4975 through 4980 of the Code(in each case, other than routine claims for benefits); and (viiivii) all contributions due from to the Company Knowledge of the Target, neither the Target nor any of its Subsidiaries has engaged in a transaction that could subject the Target or any Affiliate with respect Subsidiary to any a tax or penalty imposed by either Section 4975 of the Company Employee Plans have been made as required under ERISA Code or have been accrued on the Company Balance SheetSection 502(i) of ERISA.

Employee Plan Compliance. Except, in each case, Except as would not, individually or in the aggregate, have a Material Adverse Effect otherwise set forth on the Company USWeb Schedules: (i) the Company USWeb has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by any other party to, to each Company USWeb Employee Plan, and each Company USWeb Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) each Company USWeb Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination determination, opinion, notification or advisory letter from the IRS Internal Revenue Service ("IRS") with respect to each such USWeb Employee Plan as to its qualified status under the Code, including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination and no event has occurred which would adversely affect the status of such determination letter or as to the qualified status of each such USWeb Employee Plan; (iii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company USWeb Employee Plan; (iv) there are no actions, suits or claims pending, or, to the knowledge of the CompanyUSWeb, threatened or reasonably anticipated (other than routine claims for benefits) against any Company USWeb Employee Plan or against the assets of any Company USWeb Employee Plan; (v) each Company USWeb Employee Plan can be amended, terminated or otherwise discontinued after the Closing Effective Time in accordance with its terms, without liability to the Company CKS, USWeb or any of its ERISA Affiliates (other than ordinary administration expenses typically incurred in a termination eventexpenses); (vi) there are no audits, inquiries or proceedings pending or, to the knowledge of the CompanyUSWeb or any ERISA Affiliates, threatened by the IRS or DOL Department of Labor with respect to any Company USWeb Employee Plan; and (vii) neither the Company USWeb nor any ERISA Affiliate is subject to any material penalty or tax with respect to any Company USWeb Employee Plan under Section 402(i502(i) of ERISA or Sections 4975 through 4980 of the Code; and . (viii) all contributions due from the Company or any Affiliate with respect to any of the Company Employee Plans have been made as required under ERISA or have been accrued on the Company Balance Sheet.d)

Employee Plan Compliance. ExceptExcept as set forth on Section 5.16 of the Seller Disclosure Schedule, in each case, as would not, individually or in the aggregate, have a Material Adverse Effect on the Company (i) the Company Seller has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by any other party toto each of Seller’s “employee pension benefit plans” as defined in Section 3 of the Employee Retirement Income Security Act of 1974, each Company as amended (“ERISA”) (each, a “Seller Employee Plan”), and each Company Seller Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or and the Code; (ii) each Company Seller Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify be tax-exempt under Section 501(a) of the Code has either received a favorable determination letter determination, opinion, notification and/or advisory letter, as applicable, from the IRS Internal Revenue Service (“IRS”) with respect to each such Seller Employee Plan as to its tax-qualified status (and the related tax-exempt status of the accompanying trust) under the Code Code, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination and no event has occurred which would adversely affect as to the status of such determination letter or the tax-qualified status of each such PlanSeller Employee Plan (and the related tax-exempt status of the accompanying trust); (iii) no "“prohibited transaction," ” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 of the Code or Section 408 of ERISAERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Company Seller Employee Plan; (iv) there are no actions, suits or claims pending, or, to the best knowledge of the CompanySeller, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Seller Employee Plan or against the assets of any Company Seller Employee Plan; (v) each Company Seller Employee Plan (other than any stock option plan) (including any Seller Employee Plan covering employees of Seller) can be amended, terminated or otherwise discontinued by Seller, or Buyer on or after the Closing in accordance with its termsDate, without liability to the Company Buyer, Seller or any of its Affiliates their respective affiliates (other than ordinary administration expenses typically incurred in a termination eventexpenses); (vi) there are no audits, inquiries or proceedings pending or, to the knowledge of the CompanySeller, threatened by the IRS or DOL Department of Labor (“DOL”) with respect to any Company Seller Employee Plan; and (vii) neither the Company nor any Affiliate Seller is not subject to any material penalty or tax with respect to any Company Seller Employee Plan under Section 402(i) 502 of ERISA or Sections 4975 through 4980 of the Code; and (viii) all contributions due from the Company or any Affiliate with respect to any of the Company Employee Plans have been made as required under ERISA or have been accrued on the Company Balance Sheet.

Employee Plan Compliance. ExceptExcept as set forth on Section 3.12(d) of the Disclosure Schedules, in each case, as would not, individually or in the aggregate, have a Material Adverse Effect on the Company (i) the Company Target has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by any other party to, to each Company Target Employee Plan, and each Company Target Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) each Company Target Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination determination, opinion, notification or advisory letter from the IRS with respect to each such Target Employee Plan as to its qualified status under the Code, including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination and no event has occurred which would adversely affect the status of such determination letter or as to the qualified status of each such Target Employee Plan; (iii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 of the Code or Section 408 of ERISAERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Company Target Employee Plan; (iv) there are no actions, suits or claims pending, or, to the knowledge of the CompanyTarget, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Target Employee Plan or against the assets of any Company Target Employee Plan; (v) each Company Target Employee Plan (other than any stock option plan) can be amended, terminated or otherwise discontinued after the Closing in accordance with its termsEffective Time, without material liability to the Company Parent, Target or any of its Target Affiliates (other than ordinary administration expenses typically incurred in a termination eventexpenses); (vi) there are no audits, inquiries or proceedings pending or, to the knowledge of the CompanyTarget or any Target Affiliates, threatened by the IRS or DOL with respect to any Company Target Employee Plan; and (vii) neither the Company Target nor any Target Affiliate is subject to any material penalty or tax with respect to any Company Target Employee Plan under Section 402(i502(i) of ERISA or Sections 4975 through 4980 of the Code; and (viii) all contributions due from the Company or any Affiliate with respect to any of the Company Employee Plans have been made as required under ERISA or have been accrued on the Company Balance Sheet.

Employee Plan Compliance. Except, in each case, as would not, ------------------------ individually or in the aggregate, have result in a Material Adverse Effect on the Company material liability to Parent, (i) the Company Parent has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by any other party to, each Company Parent Employee Plan, and each Company Parent Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) each Company Parent Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination letter from the IRS with respect to each such Plan as to its qualified status under the Code or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination and and, to the knowledge of Parent, no event has occurred which giving rise to a material likelihood that such Plan would adversely affect not be treated as qualified by the status of such determination letter or the qualified status of such PlanIRS; (iii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Parent Employee Plan; (iv) there are no actions, suits or claims pending, or, to the knowledge of the CompanyParent, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Parent Employee Plan or against the assets of any Company Parent Employee Plan; (v) each Company Parent Employee Plan can be amended, terminated or otherwise discontinued after the Closing Effective Time in accordance with its terms, without liability to the Company Parent or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination event); (vi) there are no audits, inquiries or proceedings pending or, to the knowledge of the Company, threatened by the IRS or DOL with respect to any Company Employee Plan; (vii) neither the Company Parent nor any Affiliate is subject to any material penalty or tax with respect to any Company Parent Employee Plan under Section 402(i) of ERISA or Sections 4975 through 4980 of the Code; and (viii) all contributions due from the Company or any Affiliate with respect to any of the Company Employee Plans have been made as required under ERISA or have been accrued on the Company Balance Sheet.

Employee Plan Compliance. Except, in each case, as would not, individually or in the aggregate, have a Material Adverse Effect on the Company (i) the Company has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by any other party to, each Company Employee Plan, and each Company Each Target Employee Plan (including any multiemployer plans within the meaning of Section 3(37) of ERISA (each a "Multiemployer Plan")) has been established established, administered, and maintained in all material respects in accordance with its terms and in material compliance with all applicable laws, statutes, orders, rules and regulationsLaws, including but not limited to ERISA or and the Code; (ii) each Company all the Target Employee Plan Plans that are intended to qualify be qualified under Section 401(a) of the Code are so qualified and each trust intended have received timely determination letters from the IRS and no such determination letter has been revoked nor, to qualify under Section 501(a) the Knowledge of the Code Target, has either received any such revocation been threatened, or with respect to a favorable determination prototype plan, can rely on an opinion letter from the IRS with respect to each the prototype plan sponsor, to the effect that such Plan as qualified retirement plan and the related trust are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, and to its the Knowledge of the Target no circumstance exists that is likely to result in the loss of such qualified status under Section 401(a) of the Code or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination and no event has occurred which would adversely affect the status of such determination letter or the qualified status of such PlanCode; (iii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 Target and 407 of ERISAits Subsidiaries, where applicable, have timely made all contributions, benefits, premiums, and not other payments required by and due under the terms of each Target Employee Plan and applicable Law and accounting principles, and all benefits accrued under any unfunded Target Employee Plan have been paid, accrued, or otherwise exempt under Section 408 of ERISAadequately reserved to the extent required by, has occurred and in accordance with respect to any Company Employee PlanGAAP; (iv) there are no actions, suits or claims pending, or, except to the knowledge of the Companyextent limited by applicable Law, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan; (v) each Company Target Employee Plan can be amended, terminated terminated, or otherwise discontinued after the Closing Effective Time in accordance with its terms, without material liability to Aytu, the Company Target, or any of its Affiliates Subsidiaries (other than ordinary administration expenses typically incurred and in a termination eventrespect of accrued benefits thereunder); (v) there are no investigations, audits, inquiries, enforcement actions, or Legal Actions pending or, to the Knowledge of the Target, threatened by the IRS, U.S. Department of Labor, Health and Human Services, Equal Employment Opportunity Commission, or any similar Governmental Entity with respect to any Target Employee Plan; (vi) there are no auditsmaterial Legal Actions pending, inquiries or proceedings pending or, to the knowledge Knowledge of the CompanyTarget, threatened by the IRS or DOL with respect to any Company Target Employee PlanPlan (in each case, other than routine claims for benefits); and (vii) to the Knowledge of the Target, neither the Company Target nor any of its Target ERISA Affiliates has engaged in a transaction that could subject the Target or any Target ERISA Affiliate is subject to any material a tax or penalty imposed by either Section 4975 of the Code or tax with respect to any Company Employee Plan under Section 402(i502(i) of ERISA or Sections 4975 through 4980 of the Code; and (viii) all contributions due from the Company or any Affiliate with respect to any of the Company non-US Target Employee Plans have been made that are intended to be funded or book-reserved are funded or book-reserved, as required under ERISA or have been accrued appropriate, based on the Company Balance Sheetreasonable actuarial assumptions.

Employee Plan Compliance. Except, in each case, as would not, individually or in the aggregate, have a Material Adverse Effect on the Company (i) the Company Xxxxxxxxx.xxx has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, ; and has no knowledge of any material default or violation by any other party to, to each Company xxxxxxxxx.xxx Employee Plan, and each Company xxxxxxxxx.xxx Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) each Company xxxxxxxxx.xxx Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination letter from the IRS with respect to each such Plan as to its qualified status under the Code or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination and no event has occurred which would adversely affect the status of such determination letter or the qualified status of such Plan; (iii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company xxxxxxxxx.xxx Employee Plan; (iv) there are no actions, suits or claims pending, or, to the knowledge of the Companyxxxxxxxxx.xxx, threatened or reasonably anticipated (other than routine claims for benefits) against any Company xxxxxxxxx.xxx Employee Plan or against the assets of any Company xxxxxxxxx.xxx Employee Plan; (v) each Company xxxxxxxxx.xxx Employee Plan can be amended, terminated or otherwise discontinued after the Closing Effective Time in accordance with its terms, without liability to the Company or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination event); (vi) there are no audits, inquiries or proceedings pending or, to the knowledge of the Company, threatened by the IRS or DOL with respect to any Company Employee Plan; (vii) neither the Company nor any Affiliate is subject to any material penalty or tax with respect to any Company Employee Plan under Section 402(i) of ERISA or Sections 4975 through 4980 of the Code; and (viii) all contributions due from the Company or any Affiliate with respect to any of the Company Employee Plans have been made as required under ERISA or have been accrued on the Company Balance Sheet.14

Employee Plan Compliance. Except, in each case, Except as would not, individually or in the aggregate, have a Material Adverse Effect set forth on the Company Schedule 2.20(d): (i) ONElist and, to the Company has Knowledge of ONElist, all other Persons have properly performed in all material respects all obligations required to be performed by it under, is not in default or violation ofthem under each ONElist Employee Plan and ONElist Employee Agreement; (ii) each ONElist Employee Plan and ONElist Employee Agreement is, and at all times since inception has no knowledge of any default or violation by any other party tobeen, each Company Employee Planestablished, maintained, administered, operated and each Company Employee Plan has been established and maintained funded in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or and the Code; (iiiii) each Company ONElist Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is, and at all times since inception has been, so qualified, and has either received a favorable determination letter from the IRS with respect to each such Plan as to its qualified status under the Code, including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination and no event has occurred which would adversely affect the status of such determination letter or the qualified status of such Plandetermination; (iiiiv) no "prohibited transaction," ", within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company ONElist Employee PlanPlan for which an exemption is not applicable; (ivv) there are no actions, suits or claims pending, or, to the knowledge Knowledge of the CompanyONElist, threatened or reasonably anticipated (other than routine claims for benefits) against any Company ONElist Employee Plan or against the assets of any Company ONElist Employee Plan; and (vvi) each Company ONElist Employee Plan can be amended, terminated or otherwise discontinued after the Closing Effective Time in accordance with its terms, without material liability to the Company ONElist, eGroups or any of its ONElist Affiliates (other than ordinary administration expenses typically incurred in a termination event); (vivii) there are no audits, inquiries or proceedings pending or, to the knowledge Knowledge of the CompanyONElist, threatened by the IRS or DOL with respect to any Company ONElist Employee PlanPlan or ONElist Employee Agreement; (viiviii) all contributions, premiums and other payments due or required to be paid to (or with respect to) each ONElist Employee Plan have been timely paid, or if not yet due, have been properly accrued on ONElist's books consistent with past practice; and (ix) neither the Company ONElist nor any ONElist Affiliate is subject has incurred, and to the Knowledge of ONElist there exists no condition or set of circumstances in connection with which either ONElist or any ONElist Affiliate could incur, a material penalty liability or tax expense (except for benefit claims and funding obligations payable in the ordinary course) under ERISA, the Code or any other applicable law, statute, order, rule or regulation with respect to any Company ONElist Employee Plan under Section 402(i) of ERISA or Sections 4975 through 4980 of the Code; and (viii) all contributions due from the Company or any Affiliate with respect to any of the Company ONElist Employee Plans have been made as required under ERISA or have been accrued on the Company Balance SheetAgreement.

Employee Plan Compliance. Except, in each case, as would not, individually or in the aggregate, have a Material Adverse Effect on the Company (i) the The Company has performed in all material respects all obligations required to be performed by it under, and is not in default or violation of, and has no knowledge Knowledge of any default or violation by any other party to, to each Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulationsLaws, including but not limited to ERISA or the Code; (ii) each Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received or is entitled to rely on a favorable determination determination, opinion, notification or advisory letter from the IRS with respect to each such Company Employee Plan as to its qualified status under the Code, including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination and no event has occurred which would adversely affect the status of such determination letter or as to the qualified status of each such Company Employee Plan; (iii) no "“prohibited transaction," ” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 of the Code or Section 408 of ERISAERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Company Employee Plan; (iv) there are no actions, suits or claims pending, or, to the knowledge Knowledge of the Company, threatened Threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan; (v) each Company Employee Plan (other than any stock option plan) can be amended, terminated or otherwise discontinued after the Closing in accordance with its termsEffective Time, without liability to the Parent, the Company or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination eventexpenses); (vi) there are no audits, inquiries or proceedings Proceedings pending or, to the knowledge Knowledge of the CompanyCompany or any Affiliates, threatened Threatened by the IRS or DOL with respect to any Company Employee Plan; and (vii) neither the Company nor any Affiliate is subject to any material penalty or tax with respect to any Company Employee Plan under Section 402(i502(i) of ERISA or Sections 4975 through 4980 of the Code; . The Company and (viii) each Affiliate have timely made all contributions and other payments required by and due from under the Company or any Affiliate with respect to any terms of the each Company Employee Plans have been made as required under ERISA or have been accrued on the Company Balance SheetPlan.

Employee Plan Compliance. Except, in each case, as would not, individually or in the aggregate, have a Material Adverse Effect on the Company (i) the Company GNN has performed in all material Material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by any other party to, to each Company GNN Employee Plan, and each Company GNN Employee Plan has been established and maintained in all material Material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulationsLaws, including but not limited to ERISA or the Internal Revenue Code; (ii) each Company GNN Employee Plan intended to qualify under Section 401(a) of the Internal Revenue Code and each trust intended to qualify under Section 501(a) of the Internal Revenue Code has either received a favorable determination determination, opinion, notification or advisory letter from the IRS with respect to each such Plan as to its qualified status under the Internal Revenue Code, including all amendments to the Internal Revenue Code effected by the Tax Reform Act of 1986 and subsequent legislation, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make made any amendments necessary to obtain a favorable determination and no event has occurred which would adversely affect the status of such determination letter or as to the qualified status of each such GNN Employee Plan; (iii) no "prohibited transaction," within the meaning of Section 4975 of the Internal Revenue Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company GNN Employee Plan; (iv) there are no actions, suits or claims pending, or, to the knowledge of the CompanyGNN, threatened or reasonably reasonable anticipated (other than routine claims for benefits) against any Company GNN Employee Plan or against the assets of any Company GNN Employee Plan; (v) each Company GNN Employee Plan can be amended, terminated or otherwise discontinued after the Closing in accordance with its terms, without liability Liability to the Company Purchaser or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination eventexpenses); (vi) there are no audits, inquiries or proceedings pending or, to the knowledge of the CompanyGNN or any Affiliates, threatened by the IRS or DOL with respect to any Company GNN Employee Plan; and (vii) neither the Company GNN nor any Affiliate is subject to any material penalty or tax with respect to any Company GNN Employee Plan under Section 402(i502(i) of ERISA or Sections 4975 through 4980 of the Internal Revenue Code; and (viii) all contributions due from the Company or any Affiliate with respect to any of the Company Employee Plans have been made as required under ERISA or have been accrued on the Company Balance Sheet.

Employee Plan Compliance. Except, in each case, Except as would not, individually or in the aggregate, have a Material Adverse Effect set forth on Section 5.24(d) of the Company Disclosure Letter, (i) the Company has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge Knowledge of any default or violation by any other party to, Party to each Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) each Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination determination, opinion, notification or advisory letter from the IRS with respect to each such Plan as to its qualified status under the Code, including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination and no event has occurred which would adversely affect the status of such determination letter or as to the qualified status of each such Company Employee Plan; (iii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan; (iv) there are no actions, suits or claims pending, or, to the knowledge Knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan; (v) each Company Employee Plan can be amended, terminated or otherwise discontinued after the Closing Effective Time in accordance with its terms, without liability to the Parent, Company or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination eventexpenses); (vi) there are no audits, inquiries or proceedings pending or, to the knowledge Knowledge of the CompanyCompany or any Affiliates, threatened by the IRS or DOL with respect to any Company Employee Plan; and (vii) neither the Company nor any Affiliate is subject to any material penalty or tax with respect to any Company Employee Plan under Section 402(i502(i) of ERISA or Sections 4975 through 4980 of the Code; and (viii) all contributions due from the Company or any Affiliate with respect to any of the Company Employee Plans have been made as required under ERISA or have been accrued on the Company Balance Sheet.

Employee Plan Compliance. Except, in each case, Except as would not, individually or in set forth on Schedule 4.12(d) of the aggregate, have a Material Adverse Effect on the Company Technest Schedules: (i) the Company Technest has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by any other party to, to each Company Technest Employee Plan, and each Company Technest Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) each Company Technest Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination determination, opinion, notification or advisory letter from the IRS with respect to each such Technest Employee Plan as to its qualified status under the Code, including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination and no event has occurred which would adversely affect the status of such determination letter or as to the qualified status of each such Technest Employee Plan; (iii) no "“prohibited transaction," ” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 of the Code or Section 408 of ERISAERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Company Technest Employee Plan; (iv) there are no actions, suits or claims pending, or, to the knowledge of the CompanyTechnest, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Technest Employee Plan or against the assets of any Company Technest Employee Plan; (v) each Company Technest Employee Plan (other than any stock option plan) can be amended, terminated or otherwise discontinued after the Closing in accordance with its termsDate, without material liability to the Company Technest or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination eventexpenses); (vi) there are no audits, inquiries or proceedings pending or, to the knowledge of the CompanyTechnest, threatened by the IRS or DOL with respect to any Company Technest Employee Plan; and (vii) neither the Company Technest nor any Affiliate is subject to any material penalty or tax with respect to any Company Technest Employee Plan under Section 402(i502(i) of ERISA or Sections 4975 through 4980 of the Code; and (viii) all contributions due from the Company or any Affiliate with respect to any of the Company Employee Plans have been made as required under ERISA or have been accrued on the Company Balance Sheet.

Employee Plan Compliance. Except, in each case, as would not, individually or in the aggregate, have a Material Adverse Effect on the Company (i) To the Company knowledge of Anergen after reasonable inquiry, Anergen has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, of and has no knowledge of any default or violation by any other party to, to each Company Anergen Employee Plan, and each Company Anergen Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) each Company Anergen Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to A-19 20 qualify under Section 501(a) of the Code has either received a favorable determination letter from the IRS with respect to each such Plan as to its qualified status under the Code, including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination and no event has occurred which would adversely affect the status of such determination letter or the qualified status of such Plan; (iii) to the knowledge of Anergen after reasonable inquiry, no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Anergen Employee Plan; , (iv) there are no actions, suits or claims pending, or, to the knowledge of the CompanyAnergen, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Anergen Employee Plan or against the assets of any Company Anergen Employee Plan; , (v) each Company Anergen Employee Plan can be amended, terminated or otherwise discontinued after the Closing Effective Time in accordance with its terms, without liability to the Company Corixa, Anergen or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination event); , (vi) there are no audits, inquiries or proceedings pending or, to the knowledge of the CompanyAnergen or any Affiliates, threatened by the IRS or DOL with respect to any Company Anergen Employee Plan; , and (vii) neither the Company Anergen nor any Affiliate is subject to any material penalty or tax with respect to any Company Anergen Employee Plan under Section 402(i) of ERISA or Sections 4975 through 4980 of the Code; and . (viiie) all contributions due from the Company Pension Plans. Anergen does not now, nor has it ever, maintained, established, sponsored, participated in, or contributed to, any Affiliate with respect Pension Plan which is subject to any Title IV of ERISA or Section 412 of the Company Employee Plans have been made as required under ERISA or have been accrued on the Company Balance Sheet.Code. (f)

Employee Plan Compliance. ExceptExcept as set forth in Section 3.25(d) of the Disclosure Schedules, in each case, as would not, individually or in the aggregate, have a Material Adverse Effect on the Company (i) the Company has performed in all material respects all obligations required to be performed by it under, is not in default or violation Breach of, and has no knowledge Actual Knowledge of any default or violation Breach by any other party to, to each Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulationsLaws, including but not limited to ERISA or and the Code; , (ii) each Company Employee Plan intended to qualify under Section 401(a) of the Code and W02-SD:6AFP1\51393538 -33- Agreement and Plan of Merger 09EY-117690 PAGE each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination determination, opinion, notification or advisory letter from the IRS with respect to each such Company Employee Plan as to its qualified status under the Code, including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination and no event has occurred which would adversely affect the status of such determination letter or as to the qualified status of each such Company Employee Plan; , (iii) no "prohibited transaction," (within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, ) and not otherwise exempt under Section 4975 of the Code or Section 408 of ERISA, ERISA (or any administrative class exemption issued thereunder) has occurred with respect to any Company Employee Plan; , (iv) there are no actions, suits or claims Actions pending, or, to the knowledge Actual Knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits) ), against any Company Employee Plan or against the assets of any Company Employee Plan; , (v) each Company Employee Plan (other than any stock option plan) can be amended, terminated or otherwise discontinued after the Closing in accordance with its termsDate, without Material liability to Parent, the Surviving Corporation, the Company or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination eventexpenses); , (vi) there are no audits, inquiries or proceedings Actions pending or, to the knowledge Knowledge of the CompanyCompany or any Affiliates, threatened by the IRS or DOL with respect to any Company Employee Plan; , and (vii) neither the Company nor any Affiliate is subject to any material penalty or tax with respect to any Company Employee Plan under Section 402(i502(i) of ERISA or Sections 4975 through 4980 of the Code; and (viii) all contributions due from the Company or any Affiliate with respect to any of the Company Employee Plans have been made as required under ERISA or have been accrued on the Company Balance Sheet.

Employee Plan Compliance. Except, in each case, as would not, individually or in the aggregate, have a Material Adverse Effect on the Company (i) the Company has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by any other party to, to each Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) each Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination letter from the IRS with respect to each such Plan as to its qualified status under the Code, including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination and no event has occurred which would adversely affect the status of such determination letter or the qualified status of such Plandetermination; (iii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan; (iv) there are no actions, suits or claims pending, or, to the knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan; (v) each Company Employee Plan can be amended, terminated or otherwise discontinued after the Closing Effective Time in accordance with its terms, without liability to the Parent, Company or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination event); (vi) there are no audits, inquiries or proceedings pending or, to the knowledge of the CompanyCompany or any Affiliates, threatened by the IRS or DOL with respect to any Company Employee Plan; and (vii) neither the Company nor any Affiliate is subject to any material penalty or tax with respect to any Company Employee Plan under Section 402(i) of ERISA or Sections 4975 through 4980 of the Code; and (viii) all contributions due from the Company or any Affiliate with respect to any of the Company Employee Plans have been made as required under ERISA or have been accrued on the Company Balance Sheet.

Employee Plan Compliance. Except, in The Company and each case, as would not, individually or in of the aggregate, have a Material Adverse Effect on the Company (i) the Company Subsidiaries has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by any other party to, under each Company Employee PlanPlan and any Legally Required Plan (to the extent such plan is required under Applicable Law to be established or maintained by the Company or one of the Subsidiaries), and each Company Employee Plan and Legally Required Plan (to the extent such plan is required under Applicable Law to be established or maintained by the Company or one of the Subsidiaries) has been established and maintained in all material respects in accordance with its terms and in all material respects in compliance with all applicable laws, statutes, orders, rules and regulationsApplicable Laws, including but not limited to ERISA or and the Code; (ii) each . Each Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination letter, or opinion letter on which the Company is entitled to rely, from the IRS with respect to each such Company Employee Plan as to its qualified status under the Code or has remaining a period of time remaining under applicable Treasury regulations or IRS pronouncements in which to apply for and obtain such a determination letter letter, and make nothing has occurred as to any amendments necessary such Company Employee Plan which has resulted or is likely to obtain a favorable determination result in the revocation of such qualification or which requires or could require action under the compliance resolution programs of the IRS to preserve such qualification. No Company Employee Plan and no event party in interest with respect thereto has occurred which would adversely affect the status of such determination letter or the qualified status of such Plan; (iii) no "engaged in a “prohibited transaction," within ” which could subject the meaning Company or any of the Subsidiaries directly or indirectly to liability under Section 4975 of the Code or Sections 406 and 407 409 or 502(i) of ERISA. As of the date hereof, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan; (iv) there are no actions, suits suits, claims or claims pending, proceedings pending or, to the knowledge of the Company’s knowledge, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or Legally Required Plan (to the extent such plan is maintained by the Company or one of the Subsidiaries) or fiduciary thereto or against the assets of any Company Employee Plan; Plan or Legally Required Plan (v) to the extent such plan is maintained by the Company or one of the Subsidiaries). The Company has not undertaken to maintain any Company Employee Plan for any period of time and each Company Employee Plan can be amended, terminated or otherwise discontinued on or after the Closing Effective Time in accordance with its terms, without liability to the Company Company, any of the Subsidiaries, Acquirer or any of its ERISA Affiliates (other than ordinary administration expenses typically incurred in a termination event); (vi) . To the Company’s knowledge, there are no audits, inquiries or proceedings pending oror threatened in writing by the IRS, to DOL or any other Governmental Entity having jurisdiction over the knowledge Company or any of the Company, threatened by the IRS or DOL Subsidiaries with respect to any Company Employee Plan; (vii) neither . All annual reports and other filings required by the IRS, DOL or any other similar Governmental Entity having jurisdiction over the Company or any of the Subsidiaries have been timely made. Neither the Company nor any of the Subsidiaries nor any ERISA Affiliate is subject to any material penalty or tax Tax with respect to any Company Employee Plan under Section 402(i501(i) of ERISA or Sections Section 4975 through 4980 4980D of the Code; and (viii) all contributions due from the Company or any Affiliate with respect to any of the Company Employee Plans have been made as required under ERISA or have been accrued on the Company Balance Sheet.

Employee Plan Compliance. Except, in each case, as would not, individually or in the aggregate, have a Material Adverse Effect on the Company (i) the The Company has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by any other party to, under each Company Employee Plan, Plan and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulationsLaw, including but not limited to ERISA or and the Code; (ii) each Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is so qualified and has either received a favorable determination letter or opinion letter from the IRS with respect to each such Company Employee Plan as to its qualified status under the Code, including all amendments to the Code effected by the so called “GUST” and EGTRRA legislation, or has remaining a period of time remaining under applicable Treasury regulations or IRS pronouncements in which to apply for and obtain such a determination letter and make any amendments necessary to obtain a favorable determination and no event has occurred which would adversely affect the status of such determination letter or has been established under a standardized prototype plan for which an IRS opinion letter has been obtained by the qualified status of such Planplan sponsor and is valid as to the adopting employer; (iii) no "non-exempt “prohibited transaction," ” within the meaning of Section 4975 of the Code or Sections Section 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan; (iv) there are no actions, suits or claims pending, or, to the knowledge of the Company’s Knowledge, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or fiduciary thereto or against the assets of any Company Employee Plan; (v) each Company Employee Plan can be amended, terminated or otherwise discontinued after the Closing Effective Time in accordance with its terms, without liability to the Company Company, Parent or any of its ERISA Affiliates (other than ordinary administration expenses typically incurred in a termination event); (vi) there are no audits, inquiries or proceedings pending or, to the knowledge of the Company’s Knowledge, threatened by the IRS or DOL with respect to any Company Employee Plan; (vii) all annual reports and other filings required by the DOL or the IRS have been timely made; (viii) neither the Company nor or any ERISA Affiliate is subject to any material penalty or tax Tax with respect to any Company Employee Plan under Section 402(i501(i) of ERISA or Sections Section 4975 through 4980 4980D of the Code; and (viiiix) all contributions due from the Company or any Affiliate with respect to any of the no Company Employee Plans have been made as required under ERISA Plan is sponsored or have been accrued on the Company Balance Sheetmaintained by any Co-Employer.

Employee Plan Compliance. Except, in each case, as would not, individually or in the aggregate, have a Material Adverse Effect on the Company (i) the Company FAS has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by any other party to, to each Company FAS Employee Plan, and each Company FAS Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) to the knowledge of FAS, each Company FAS Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination letter from the IRS with respect to each such Plan as to its qualified status under the Code, including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination and no event has occurred which would adversely affect the status of such determination letter or the qualified status of such Plandetermination; (iii) to the knowledge of FAS, no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISAERISA or 4975 of the Code, has occurred with respect to any Company FAS Employee Plan; (iv) to the knowledge of FAS, there are no actions, suits or claims pending, or, to the knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Company FAS Employee Plan or against the assets of any Company FAS Employee Plan; (v) to the knowledge of FAS, each Company FAS Employee Plan can be amended, terminated or otherwise discontinued after the Closing Date in accordance with its terms, without liability to the Company Purchaser, FAS or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination event); (vi) to the knowledge of FAS, there are no audits, inquiries or proceedings pending or, to the knowledge of the Company, or threatened by the IRS or DOL with respect to any Company FAS Employee Plan; and (vii) neither to the Company knowledge of FAS, either FAS nor any Affiliate is subject to any material penalty or tax with respect to any Company FAS Employee Plan under Section 402(i) of ERISA or Sections 4975 through 4980 of the Code; and (viii) all contributions due from the Company or any Affiliate with respect to any of the Company Employee Plans have been made as required under ERISA or have been accrued on the Company Balance Sheet.

Employee Plan Compliance. Except, in Seller and each case, as would not, individually or in the aggregate, have a Material Adverse Effect on the Company (i) the Company Affiliate has performed ------------------------ in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by any other party to, under each Company Seller Employee Plan, and each Company Seller Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) each Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination letter from the IRS with respect to each such Plan as to its qualified status under the Code or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination and no event has occurred which would adversely affect the status of such determination letter or the qualified status of such Plan; (iii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections Section 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Seller Employee PlanPlan for which no exemption exists under Section 4975(c) or (d) of the Code or Section 408 of ERISA that would have a material adverse effect on the Business of Seller; (iviii) there are no actions, suits or claims pending, or, to the knowledge of the CompanySeller, threatened or reasonably anticipated (other than routine claims for benefitsbenefits or actions seeking qualified domestic relations orders) against any Company Seller Employee Plan or against the assets of any Company Seller Employee Plan; (viv) each Company Seller Employee Plan can be amended, terminated or otherwise discontinued after the Closing Effective Time in accordance with its terms, without liability to Seller, the Company Surviving Corporation or any of its Affiliates (other than for ordinary administration expenses typically incurred in a termination eventevent and benefits accrued through the effective date of such amendment, termination or discontinuance not materially in excess of those provided for in the Audited Financial Statements); (viv) there are no audits, inquiries or proceedings pending or, to the knowledge of the CompanySeller or any affiliates, threatened by the IRS or DOL with respect to any Company Seller Employee Plan; (viivi) neither the Company Seller nor any Affiliate is subject to any material penalty or tax with respect to any Company Seller Employee Plan under Section 402(i406(i) of ERISA or Sections Section 4975 through 4980 of the Code; (vii) all contributions, premiums or other payments due from Seller or its Affiliates with respect to any Seller Employee Plan have been fully paid or adequately provided for on the Audited Financial Statements; and (viii) all contributions due from the Company or reports required by any Affiliate governmental agency to be filed with respect to any of the Company each Seller Employee Plans Plan since April 1, 1996 have been made as required under ERISA or timely filed except where the failure to be so timely filed would not have been accrued on the Company Balance Sheeta Seller Material Adverse Effect.

Employee Plan Compliance. Except, in each case, as would not, individually or in the aggregate, have a Material Adverse Effect on the Company (i) the Company has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by any other party to, each Company Employee Plan, and each Company Each Fab CBD Employee Plan has been established established, administered, and maintained in all material respects in accordance with its terms and in material compliance with all applicable laws, statutes, orders, rules and regulationsLaws, including but not limited to ERISA or and the Code; (ii) each Company all Fab CBD Employee Plan Plans that are intended to qualify be qualified under Section 401(a) of the Code are so qualified and each trust intended have received timely determination letters from the IRS and no such determination letter has been revoked nor, to qualify under Section 501(a) the Knowledge of the Code Fab CBD, has either received any such revocation been threatened, or with respect to a favorable determination prototype plan, can rely on an opinion letter from the IRS with respect to each the prototype plan sponsor, to the effect that such Plan as qualified retirement plan and the related trust are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, and to its the Knowledge of Fab CBD no circumstance exists that is likely to result in the loss of such qualified status under Section 401(a) of the Code or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination and no event has occurred which would adversely affect the status of such determination letter or the qualified status of such PlanCode; (iii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISAFab CBD, where applicable, have timely made all contributions, benefits, premiums, and not other payments required by and due under the terms of each Fab CBD Employee Plan and applicable Law and accounting principles, and all benefits accrued under any unfunded Fab CBD Employee Plan have been paid, accrued, or otherwise exempt under Section 408 of ERISAadequately reserved to the extent required by, has occurred and in accordance with respect to any Company Employee PlanGAAP; (iv) there are no actions, suits or claims pending, or, except to the knowledge of the Companyextent limited by applicable Law, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan; (v) each Company Fab CBD Employee Plan can be amended, terminated terminated, or otherwise discontinued after the Closing Date in accordance with its terms, without material liability to the Company High Tide or any of its Affiliates Fab CBD (other than ordinary administration expenses typically incurred and in a termination eventrespect of accrued benefits thereunder); (v) there are no investigations, audits, inquiries, enforcement actions, or Legal Actions pending or, to the Knowledge of Fab CBD, threatened by the IRS, U.S. Department of Labor, Health and Human Services, Equal Employment Opportunity Commission, or any similar Governmental Entity with respect to any Fab CBD Employee Plan; (vi) there are no auditsmaterial Legal Actions pending, inquiries or proceedings pending or, to the knowledge Knowledge of the CompanyFab CBD, threatened by the IRS or DOL with respect to any Company Fab CBD Employee PlanPlan (in each case, other than routine claims for benefits); (vii) to the Knowledge of Fab CBD, neither the Company Fab CBD nor any of its Fab CBD ERISA Affiliates has engaged in a transaction that could subject Fab CBD or any Fab CBD ERISA Affiliate is subject to any material a tax or penalty imposed by either Section 4975 of the Code or tax with respect to any Company Employee Plan under Section 402(i502(i) of ERISA or Sections 4975 through 4980 of the CodeERISA; and (viii) all contributions due from the Company or any Affiliate with respect to any of the Company non-US Fab CBD Employee Plans have been made that are intended to be funded or book-reserved are funded or book-reserved, as required under ERISA or have been accrued appropriate, based on the Company Balance Sheetreasonable actuarial assumptions.

Employee Plan Compliance. Except, in each case, as would not, individually or in the aggregate, have a Material Adverse Effect on the Company (i) the The Company has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by any other party to, each Company Employee PlanPlan and/or Employee Agreement, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or and the Code; (ii) each Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received (A) a favorable determination letter from the IRS with respect to each such Plan as to its qualified status under the Code (or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination determination) or (B) if such Plan is on a prototype or volume submitter plan document, such prototype or volume submitter document has received a favorable opinion letter, and no event has occurred which would adversely affect the status of such determination letter or opinion letter or the qualified status of such Plan; (iii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan; (iv) there are no actions, suits or claims pending, or, to the knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan; (v) each Company Employee Plan can be amended, terminated or otherwise discontinued either before or after the Closing Effective Time in accordance with its terms, without liability to Parent, the Company or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination event); (vi) there are no audits, inquiries or proceedings pending or, to the knowledge of the Company, threatened by the IRS or DOL with respect to any Company Employee Plan; (vii) neither the Company nor any Affiliate is subject to any material penalty or tax with respect to any Company Employee Plan under Section 402(i) of ERISA or Sections 4975 through 4980 of the Code; and (viii) all contributions due from the Company or any Affiliate with respect to any of the Company Employee Plans have been made as required under ERISA or have been accrued on the Company Balance Sheet; (ix) to the Company's knowledge, all individuals who, pursuant to the terms of any Employee Plan or Employee Agreement, are entitled to participate in any such Employee Plan or Employee Agreement are currently participating in such Employee Plan or Employee Agreement, or have been given the opportunity to do so and have declined; (x) there has been, within the 2004 calendar year, no amendment to (whether or not written) or change in employee participation or coverage under, any Employee Plan or Employee Agreement that would increase materially the expense of maintaining such Employee Plan or Employee Agreement above the level of the expense incurred in respect thereof during the calendar year 2003.

Employee Plan Compliance. Except, in each case, as would not, individually or in the aggregate, have a Material Adverse Effect on the Company (i) the Company Target has performed in all ------------------------ material respects all obligations required to be performed by it under, is not in default or violation of, ; and has no knowledge of any material default or violation by any other party to, to each Company Target Employee Plan, and each Company Target Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) each Company Target Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is qualified and has either received a favorable determination letter from the IRS with respect to each such Plan as to its qualified status under the Code or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination with respect to its qualified status from the date of adoption of such Plan and no event has occurred which would adversely affect the status of such determination letter or the qualified status of such Plan; (iii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISAERISA or Section 4975(d) of the Code, has occurred with respect to any Company Target Employee Plan; (iv) there are no actions, suits or claims pending, or, to the knowledge of the CompanyTarget, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Target Employee Plan or against the assets of any Company Target Employee Plan; (v) each Company Target Employee Plan can be amended, terminated or otherwise discontinued after the Closing Effective Time in accordance with its terms, without liability to the Company Parent, Target or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination event); (vi) there are no audits, inquiries or proceedings pending or, to the knowledge of the CompanyTarget, threatened by the IRS or DOL with respect to any Company Target Employee Plan; and (vii) neither the Company Target nor any Affiliate is subject to any material penalty or tax with respect to any Company Target Employee Plan under Section 402(i) of ERISA or Sections 4975 through 4980 4980B of the Code; and (viii) all contributions due from the Company or any Affiliate with respect to any of the Company Employee Plans have been made as required under ERISA or have been accrued on the Company Balance Sheet.

Employee Plan Compliance. Except, in each case, as would not, individually or in the aggregate, have a Material Adverse Effect on the Company (i) the Company Each of Transferor and any ERISA Affiliate has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and neither the Indemnifying Stockholders nor Transferor nor any ERISA Affiliate has no any knowledge of any default or violation by any other party to, to each Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) each Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination determination, opinion, notification or advisory letter from the IRS with respect to each such Employee Plan as to its qualified status under the Code, including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination and no event has occurred which would adversely affect the status of such determination letter or as to the qualified status of each such Employee Plan; (iii) no "“prohibited transaction," ” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 of the Code or Section 408 of ERISAERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Company Employee Plan; (iv) there are no actions, suits or claims pending, or, to the knowledge of the Company, pending or threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan; (v) each Company Employee Plan can be amended, terminated or otherwise discontinued after the Closing in accordance with its termsEffective Time, without material liability to the Company Transferee, Transferor or any of its ERISA Affiliates (other than ordinary administration expenses typically incurred in a termination eventexpenses); (vi) there are no audits, inquiries or proceedings pending or, to the knowledge of the Company, or threatened by the IRS or DOL Department of Labor with respect to any Company Employee Plan; and (vii) neither the Company Transferor nor any ERISA Affiliate is subject to any material penalty or tax with respect to any Company Employee Plan under Section 402(i502(i) of ERISA or Sections 4975 through 4980 of the Code; and (viii) all contributions due from the Company or any Affiliate with respect to any of the Company Employee Plans have been made as required under ERISA or have been accrued on the Company Balance Sheet.

Employee Plan Compliance. Except, in each case, Except as would not, individually or in set forth on Schedule 2.11(d) of the aggregate, have a Material Adverse Effect on the Company AccelPath Schedules: (i) the Company AccelPath has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by any other party to, to each Company AccelPath Employee Plan, and each Company AccelPath Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) each Company AccelPath Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination determination, opinion, notification or advisory letter from the IRS with respect to each such AccelPath Employee Plan as to its qualified status under the Code, including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination and no event has occurred which would adversely affect the status of such determination letter or as to the qualified status of each such Company Employee Plan; (iii) no "“prohibited transaction," ” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 of the Code or Section 408 of ERISAERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Company AccelPath Employee Plan; (iv) there are no actions, suits or claims pending, or, to the knowledge of the CompanyAccelPath, threatened or reasonably anticipated (other than routine claims for benefits) against any Company AccelPath Employee Plan or against the assets of any Company AccelPath Employee Plan; (v) each Company AccelPath Employee Plan (other than any stock option plan) can be amended, terminated or otherwise discontinued after the Closing in accordance with its termsDate, without material liability to the Company AccelPath, or any Affiliate of its Affiliates AccelPath (other than ordinary administration expenses typically incurred in a termination eventexpenses); (vi) there are no audits, inquiries or proceedings pending or, to the knowledge of the CompanyAccelPath, threatened by the IRS or DOL with respect to any Company AccelPath Employee Plan; and (vii) neither the Company AccelPath nor any Affiliate of AccelPath is subject to any material penalty or tax with respect to any Company AccelPath Employee Plan under Section 402(i502(i) of ERISA or Sections 4975 through 4980 of the Code; and (viii) all contributions due from the Company or any Affiliate with respect to any of the Company Employee Plans have been made as required under ERISA or have been accrued on the Company Balance Sheet.

Employee Plan Compliance. Except, in each case, as would not, individually or in the aggregate, have a Material Adverse Effect on the Company (i) the Company has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by any other party to, each Company Employee Plan, and each Each Assumed Company Employee Plan has been established and maintained maintained, funded and administered in all material respects in accordance with its terms and complies in compliance form and in operation in all material respects with all applicable laws, statutes, orders, rules and regulationsApplicable Laws, including but not limited to without limitation ERISA or and the Code; (ii) each Company Employee Plan intended to qualify under Section 401(aall required reports and descriptions (including Form 5500 annual reports, summary annual reports, and summary plan descriptions) have been timely filed and/or distributed in accordance with the applicable requirements of ERISA and the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination letter from the IRS with respect to each such Plan as to its qualified status under the Code or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination and no event has occurred which would adversely affect the status of such determination letter or the qualified status of such Assumed Company Employee Plan; (iii) no "“prohibited transaction," ” within the meaning of Section 4975 of the Code or Sections Section 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Assumed Company Employee Plan that could subject any Company or any Subsidiary to any liability; (iv) no Employee has committed a breach of any responsibility or obligation imposed upon fiduciaries by Title I of ERISA with respect to any Assumed Company Employee Plan; (ivv) there are no actions, suits or claims pending, Proceedings pending or, to the knowledge of the CompanySellers’ Knowledge, threatened or reasonably anticipated (other than routine claims for benefits) against with respect to any Assumed Company Employee Plan or against with respect to the assets of any Assumed Company Employee Plan which could reasonably be expected to result in a liability to any Company, any Subsidiary or any Assumed Company Employee Plan; (vvi) the material requirements of Part 6 of Subtitle B of Title I of ERISA and Code Section 4980B (“COBRA”) have been met with respect to each such Assumed Company Employee Plan that is subject to COBRA; (vii) each Assumed Company Employee Plan can be amended, terminated or otherwise discontinued after the Closing in accordance with its terms, without material liability to the any Company or any of its Affiliates Subsidiary (other than ordinary as required by Applicable Law, amounts for accrued benefits or pending claims and administration or contract expenses typically incurred in a termination event); (viviii) there are no auditsinquiries, inquiries investigations, audits or proceedings Proceedings pending or, or to the knowledge of the Company, Sellers’ Knowledge threatened by the IRS or DOL with respect to any Assumed Company Employee PlanPlan or any related trust; (viiix) neither the no Company nor any Affiliate Subsidiary is subject to any material penalty or tax with respect to any Assumed Company Employee Plan under Section 402(i) of ERISA or Sections 4975 through 4980 4980B of the Code; (x) each Assumed Company Employee Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination, notification, advisory and/or opinion letter with respect to such status from the IRS, and to Sellers’ Knowledge, no event has occurred and no condition or circumstance has existed or exists which may reasonably be expected to result in the disqualification of such Assumed Company Employee Plan; (viiixi) all contributions required to be made to any Assumed Company Employee Plan pursuant to Applicable Law (without regard to any waivers of such requirements) or the terms of the Assumed Company Employee Plan, have been made on or before their due from dates (including any contractual or statutory grace periods); (xii) no Company nor any Subsidiary is, nor could any of them reasonably expect to be, subject to (A) a security interest pursuant to Section 412(f) of the Code or (B) a lien pursuant to Section 412(n) of the Code or Section 4068 or 302(f) of ERISA; (xiii) no event has occurred and there exists no condition or set of circumstances which could reasonably be anticipated to result in any liability to any Company or any Affiliate Subsidiary with respect to any of the Assumed Company Employee Plans Plan except to provide benefits in accordance with the terms of each such Assumed Company Employee Plan; and (xiv) with respect to each Assumed Company Employee Plan, all payments due from any Company or any Subsidiary to date as of April 3, 2004 have been made as required under ERISA or have been properly accrued on in accordance with GAAP, and are reflected in the Company Balance SheetInterim Financial Statements.

Employee Plan Compliance. Except, in each case, Except as would not, individually or in the aggregate, have a Material Adverse Effect set forth on Section 5.25(d) of the Company Disclosure Letter, (i) the Company has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge Knowledge of any default or violation by any other party to, to each Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) each Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination determination, opinion, notification or advisory letter from the IRS with respect to each such Plan as to its qualified status under the Code, including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination and no event has occurred which would adversely affect the status of such determination letter or as to the qualified status of each such Company Employee Plan; (iii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan; (iv) there are no actions, suits or claims pending, or, to the knowledge Knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan; (v) each Company Employee Plan can be amended, terminated or otherwise discontinued after the Closing Effective Time in accordance with its terms, without liability to the Parent, the Sub, the Company or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination eventexpenses); (vi) there are no audits, inquiries or proceedings pending or, to the knowledge Knowledge of the CompanyCompany or any Affiliates, threatened by the IRS or DOL with respect to any Company Employee Plan; and (vii) neither the Company nor any Affiliate is subject to any material penalty or tax with respect to any Company Employee Plan under Section 402(i502(i) of ERISA or Sections 4975 through 4980 of the Code; and (viii) all contributions due from the Company or any Affiliate with respect to any of the Company Employee Plans have been made as required under ERISA or have been accrued on the Company Balance Sheet.

Employee Plan Compliance. ExceptExcept as set forth in Section 3.23(c) of the Disclosure Schedule, in each case, as would not, individually or in the aggregate, have a Material Adverse Effect on the Company (i) the Company B2e has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge Knowledge of any default Default or violation by any other party to, to each Company B2e Employee Plan, and each Company B2e Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulationsLaws, including but not limited to ERISA or the Code; (ii) each Company the B2e 401(k) Plan is the only B2e Employee Plan which is intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination determination, opinion, notification or advisory letter from the IRS with respect to each such Plan as to its qualified status under the Code or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a is covered by the prototype “sponsors” favorable determination and no event has occurred which would adversely affect the status of such determination letter or the qualified status of such Planletter; (iii) B2e has no "Knowledge of any “prohibited transaction," ” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 of the Code or Section 408 of ERISAERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Company B2e Employee Plan; (iv) there are no actions, suits or claims pending, or, to the knowledge Knowledge of the CompanyB2e, threatened or reasonably anticipated (other than routine claims for benefits) against any Company B2e Employee Plan or against the assets Assets of any Company B2e Employee Plan; (v) each Company B2e Employee Plan (other than any stock option plan as to grants already made) can be amended, terminated or otherwise discontinued after the Closing in accordance with its termsEffective Time, without liability material Liability to the Company any B2e Group Member, B2e or any of its ERISA Affiliates (other than ordinary administration expenses typically incurred in a termination eventexpenses); (vi) there are no audits, inquiries or proceedings pending or, to the knowledge Knowledge of the CompanyB2e or any ERISA Affiliates, threatened by the IRS or DOL with respect to any Company B2e Employee Plan; (vii) neither the Company B2e nor any ERISA Affiliate is subject to any material penalty or tax Tax with respect to any Company B2e Employee Plan under Section 402(i502(i) of ERISA or Sections 4975 through 4980 of the Code; and (viii) all contributions due from the Company or any Affiliate as required in accordance with respect to any GAAP, B2e Financial Statements as of the Company date of the 5/31 Balance Sheet reflect the approximate total pension, medical and other benefit expense for all B2e Employee Plans have been made as required of the date thereof, and no funding changes or irregularities not reflected thereon would cause such B2e Financial Statements to be materially inaccurate, and (ix) no B2e Group Member has incurred Liability under ERISA Section 4062, 4063 or have been accrued on the Company Balance Sheet4064 of ERISA.

Employee Plan Compliance. Except, in each case, as would not, individually or in the aggregate, have a Material Adverse Effect on the Company (i) the Company has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by any other party to, each Company Employee Plan, and each Each Company Employee Plan has been established established, administered, and maintained in all material respects in accordance with its terms and in material compliance with all applicable laws, statutes, orders, rules and regulationsLaws, including but not limited to ERISA or and the Code; (ii) each all the Company Employee Plan Plans that are intended to qualify be qualified under Section 401(a) of the Code are so qualified and each trust intended have received timely determination letters from the IRS and no such determination letter has been revoked nor, to qualify under Section 501(a) the Knowledge of the Code Company, has either received any such revocation been threatened, or with respect to a favorable determination prototype plan, can rely on an opinion letter from the IRS with respect to each the prototype plan sponsor, to the effect that such Plan as qualified retirement plan and the related trust are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, and to its the Knowledge of the Company no circumstance exists that is likely to result in the loss of such qualified status under Section 401(a) of the Code or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination and no event has occurred which would adversely affect the status of such determination letter or the qualified status of such PlanCode; (iii) no "prohibited transaction," within the meaning Company and its Subsidiaries, where applicable, have timely made all contributions, benefits, premiums, and other payments required by and due under the terms of Section 4975 each Company Employee Plan and applicable Law and accounting principles, and all benefits accrued under any unfunded Company Employee Plan have been paid, accrued, or otherwise adequately reserved to the extent required by, and in accordance with past practice of the Code Company; (iv) except to the extent limited by applicable Law, each Company Employee Plan can be amended, terminated, or Sections 406 otherwise discontinued after the Effective Time in accordance with its terms, without material liability to Parent, the Company, or any of its Subsidiaries (other than ordinary administration expenses and 407 in respect of ERISAaccrued benefits thereunder); (v) there are no investigations, audits, inquiries, enforcement actions, or Legal Actions pending or, to the Knowledge of the Company, threatened by the IRS, U.S. Department of Labor, Health and not otherwise exempt under Section 408 of ERISAHuman Services, has occurred Equal Employment Opportunity Commission, or any similar Governmental Entity with respect to any Company Employee Plan; (ivvi) there are no actions, suits or claims material Legal Actions pending, or, to the knowledge Knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan; (v) each Company Employee Plan can be amended, terminated or otherwise discontinued after the Closing in accordance with its terms, without liability to the Company or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination event); (vi) there are no audits, inquiries or proceedings pending or, to the knowledge of the Company, threatened by the IRS or DOL with respect to any Company Employee Plan; (vii) neither the Company nor any Affiliate is subject to any material penalty or tax with respect to any Company Employee Plan under Section 402(i) of ERISA or Sections 4975 through 4980 of the Code; and (viii) all contributions due from the Company or any Affiliate with respect to any of the Company Employee Plans have been made as required under ERISA or have been accrued on the Company Balance Sheetin each case, other than routine claims for benefits).

Employee Plan Compliance. Except, in each case, as would not, individually or in the aggregate, have a Material Adverse Effect on the Company (i) the Company MP has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by any other party to, each Company Plan and/or Employee PlanAgreement, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or and the Code; (ii) each Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received (A) a favorable determination letter from the IRS with respect to each such Plan as to its qualified status under the Code (or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination determination) or (B) if such Plan is on a prototype or volume submitter plan document, such prototype or volume submitter document has received a favorable opinion letter, and no event has occurred which would adversely affect the status of such determination letter or opinion letter or the qualified status of such Plan; (iii) no "“prohibited transaction," ” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan; (iv) there are no actions, suits or claims pending, or, to the knowledge of the CompanyMP or any Shareholder, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan; (v) each Company Employee Plan can be amended, terminated or otherwise discontinued either before or after the Closing Date in accordance with its terms, without liability to the Company MP or any of its Affiliates Buyer (other than ordinary administration expenses typically incurred in a termination event); (vi) there are no audits, inquiries or proceedings pending or, to the knowledge of the CompanyMP or any Shareholder, threatened by the IRS or DOL with respect to any Company Employee Plan; (vii) neither the Company MP nor any Affiliate is subject to any material penalty or tax with respect to any Company Employee Plan under Section 402(i) of ERISA or Sections 4975 through 4980 of the Code; and (viii) all contributions due from the Company or any Affiliate MP with respect to any of the Company Employee Plans have been made as required under ERISA or have been accrued on the Company Balance SheetFinancial Statements; (ix) to MP’s and the Shareholders’ knowledge, all individuals who, pursuant to the terms of any Plan or Employee Agreement, are entitled to participate in any such Plan or Employee Agreement are currently participating in such Plan or Employee Agreement, or have been given the opportunity to do so and have declined; (x) there has not been since January 1, 2006, any amendment to (whether or not written) or change in employee participation or coverage under, any Plan or Employee Agreement that would increase materially the expense of maintaining such Plan or Employee Agreement above the level of the expense incurred in respect thereof during the calendar year 2005.

Employee Plan Compliance. ExceptExcept as set forth in Section 3.24(c)of the Disclosure Schedule, in each case, as would not, individually or in the aggregate, have a Material Adverse Effect on the Company (i) the Company Target has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default Default or violation by any other party to, to each Company Target Employee Plan, and each Company Target Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulationsLaws, including but not limited to ERISA or the Code; (ii) each Company Target Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination determination, opinion, notification or advisory letter from the IRS with respect to each such Target Employee Plan as to its qualified status under the Code or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination and no event has occurred which would adversely affect the status of such determination letter or as to the qualified status of each such Target Employee Plan; (iii) Target has no knowledge of any "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 of the Code or Section 408 of ERISAERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Company Target Employee Plan; (iv) there are no actions, suits or claims pending, or, to the knowledge of the CompanyTarget, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Target Employee Plan or against the assets Assets of any Company Target Employee Plan; (v) each Company Target Employee Plan (other than any stock option plan as to grants already made) can be amended, terminated or otherwise discontinued after the Closing in accordance with its termsEffective Time, without liability material Liability to the Company any Target Group Member, Target or any of its ERISA Affiliates (other than ordinary administration expenses typically incurred in a termination eventexpenses); (vi) there are no audits, inquiries or proceedings pending or, to the knowledge of the CompanyTarget or any ERISA Affiliates, threatened by the IRS or DOL with respect to any Company Target Employee Plan; (vii) neither the Company Target nor any ERISA Affiliate is subject to any material penalty or tax Tax with respect to any Company Target Employee Plan under Section 402(i502(i) of ERISA or Sections 4975 through 4980 of the Code; and (viii) all contributions due from the Company or any Affiliate as required in accordance with respect to any GAAP, Target Financial Statements as of the Company Interim Balance Sheet Date reflect the approximate total pension, medical and other benefit expense for all Target Employee Plans have been made as required of the date thereof, and no funding changes or irregularities not reflected thereon would cause such Target Financial Statements to be materially inaccurate, and (ix) no Target Group Member has incurred Liability under ERISA Section 4062, 4063 or have been accrued on the Company Balance Sheet4064 of ERISA.

Employee Plan Compliance. Except, in each case, as would not, individually or in the aggregate, have a Material Adverse Effect on the Company (i) the Company has LEXON and LEXON Subsidiaries have performed in all material respects all obligations required to be performed by it them under, is are not in material default or violation of, and has have no knowledge Knowledge of any default or violation by any other party to, to each Company LEXON Employee Plan, and each Company LEXON Employee Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or and the Code; (ii) each Company LEXON Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination determination, opinion, notification or advisory letter from the IRS with respect to each such LEXON Employee Plan as to its qualified status under the Code or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination and no event has occurred which would adversely affect the status of such determination letter or as to the qualified status of each such LEXON Employee Plan; (iii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 or Section 408 of ERISAERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Company LEXON Employee Plan; (iv) there are no actions, suits or claims pending, or, to the knowledge Knowledge of the CompanyLEXON or any LEXON Subsidiary, threatened or reasonably anticipated (other than routine claims for benefits) against any Company LEXON Employee Plan or against the assets of any Company LEXON Employee Plan; (v) each Company Employee Plan can be amended, terminated or otherwise discontinued after the Closing in accordance with its terms, without liability to the Company or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination event); (vi) there are no audits, inquiries or proceedings pending or, to the knowledge Knowledge of the CompanyLEXON or any of LEXON Subsidiaries, or any ERISA Affiliates, threatened by the IRS or DOL with respect to any Company LEXON Employee Plan; and (viivi) neither the Company LEXON, LEXON Subsidiaries, nor any ERISA Affiliate is subject to any material penalty or tax with respect to any Company LEXON Employee Plan under Section 402(i502(i) of ERISA or Sections 4975 through 4980 of the Code; and (viii) all contributions due from the Company or any Affiliate with respect to any of the Company Employee Plans have been made as required under ERISA or have been accrued on the Company Balance Sheet.

Employee Plan Compliance. Except, in each case, as would not, individually or in the aggregate, have a Material Adverse Effect on the Company (i) the The Company has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by any other party to, under each Company Employee Plan, Plan and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance in all material respects with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or and the Code; (ii) each Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination letter from the IRS with respect to each such Plan as to its qualified status under from the Code IRS, has timely applied for such a determination or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination and no event has occurred which would adversely affect the status of such determination letter or the qualified status of such Plandetermination; (iii) no "prohibited transaction," ", within the meaning of Section 4975 of the Code or Sections Section 406 and or 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan; (iv) there are no actions, suits or claims pending, or, to the knowledge of the Company, Company or any Principal Shareholder threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan; (v) each Company Employee Plan can be amended, terminated or otherwise discontinued after the Closing in accordance with its terms, without liability to the Company Company, NEON or any of its Affiliates Affiliate (other than ordinary administration expenses typically incurred in a termination event); (vi) there are no audits, inquiries or proceedings pending or, to the knowledge of the Company, threatened by the IRS or DOL with respect to any Company Employee Plan; (vii) neither the Company nor any Affiliate is not, to its knowledge, subject to any material penalty or tax with respect to any Company Employee Plan under Section 402(i) of ERISA or Sections Section 4975 through 4980 of the Code; and (viii) all contributions due from the Company or any Affiliate with respect is current on all funding obligations related to any of the Company Employee Plans have been made as required under ERISA or have been accrued on the Company Balance SheetCompany's 401(k) plan.

Employee Plan Compliance. Except, in each case, Except as would not, individually or in the aggregate, have a Material Adverse Effect set forth on Schedule 2.25(d) of the Company Schedules, (i) the Company and each Affiliate has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by any other party to, under each Company Employee Plan, Plan and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) each Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination or opinion letter from the IRS with respect covering all plan provisions that are not subject to each such Plan as to its qualified status a remedial amendment period under Section 401(b) of the Code or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination and no event has occurred which would adversely affect the status of such determination letter or the qualified status of such PlanCode; (iii) no non-exempt "prohibited transaction," ", within the meaning of Section 4975 of the Code or Sections Section 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan; (iv) there are no actions, suits or claims pending, or, to the knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan; and (v) each Company Employee Plan can be amended, terminated or otherwise discontinued after the Closing Effective Time in accordance with its termsterms and in accordance with applicable law, without liability to the Company Company, Parent or any of its Affiliates (other than ordinary reasonable administration expenses typically incurred in as a termination eventresult of such termination); (vi) there are no audits, inquiries or proceedings pending or, to the knowledge of the Company, threatened by the IRS or DOL with respect to any Company Employee Plan; (vii) neither the Company nor any Affiliate is subject to any material penalty or tax with respect to any Company Employee Plan under Section 402(i501(l) of ERISA or Sections Section 4975 through 4980 4980D of the Code; and (viiiix) all contributions due from the each Multiple Employer Plan, whether a Company or any Affiliate with respect Employee Plan intended to any be qualified under Section 401(a) of the Company Employee Plans have Code, or a Multiple Employer Welfare Arrangement (MEWA) (if any) as defined in Section 3(40) of ERISA, has been made as required under established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules, and regulations, including but not limited to ERISA or have been accrued on the Company Balance SheetCode.

Employee Plan Compliance. Except, in each case, as would not, individually or in the aggregate, have a Material Adverse Effect on the Company (i) the Company has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by any other party to, each Company Employee Plan, and each Each Company Employee Plan has been established established, administered, and maintained in all material respects in accordance with its terms and in material compliance with all applicable laws, statutes, orders, rules and regulationsLaws, including but not limited to ERISA or and the Code; (ii) each all the Company Employee Plan Plans that are intended to qualify be qualified under Section 401(a) of the Code are so qualified and each trust intended have received timely determination letters from the IRS and no such determination letter has been revoked nor, to qualify under Section 501(a) the Knowledge of the Code Company, has either received any such revocation been threatened, or with respect to a favorable determination prototype plan, can rely on an opinion letter from the IRS with respect to each the prototype plan sponsor, to the effect that such Plan as qualified retirement plan and the related trust are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, and to its the Knowledge of the Company no circumstance exists that is likely to result in the loss of such qualified status under Section 401(a) of the Code or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination and no event has occurred which would adversely affect the status of such determination letter or the qualified status of such PlanCode; (iii) the Company and its Subsidiaries, where applicable, have timely made all contributions, benefits, premiums, and other payments required by and due under the terms of each Company Employee Plan and applicable Law and accounting principles, and all benefits accrued under any unfunded Company Employee Plan have been paid, accrued, or otherwise adequately reserved to the extent required by, and in accordance with GAAP; (iv) there are no "prohibited transaction," within investigations, audits, inquiries, enforcement actions, or Legal Actions pending or, to the meaning of Section 4975 Knowledge of the Code Company, threatened by the IRS, U.S. Department of Labor, Health and Human Services, Equal Employment Opportunity Commission, or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred any similar Governmental Entity with respect to any Company Employee Plan; (ivv) there are no actions, suits or claims material Legal Actions pending, or, to the knowledge Knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan; (v) each Company Employee Plan can be amended, terminated or otherwise discontinued after the Closing in accordance with its terms, without liability to the Company or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination event); (vi) there are no audits, inquiries or proceedings pending or, to the knowledge of the Company, threatened by the IRS or DOL with respect to any Company Employee Plan; (vii) neither the Company nor any Affiliate is subject to any material penalty or tax with respect to any Company Employee Plan under Section 402(i) of ERISA or Sections 4975 through 4980 of the Code(in each case, other than routine claims for benefits); and (viiivi) all contributions due from to the Knowledge of the Company, neither the Company nor any of its Company ERISA Affiliates has engaged in a transaction that could subject the Company or any Company ERISA Affiliate with respect to any a tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA; and (vii) all non-US Company Employee Plans have been made that are intended to be funded or book-reserved are funded or book-reserved, as required under ERISA or have been accrued appropriate, based on the Company Balance Sheetreasonable actuarial assumptions.

Employee Plan Compliance. ExceptExcept as set forth in Section 2.12(d) of the HTI Disclosure Letter, in each case, as would not, individually or in the aggregate, have a Material Adverse Effect on the Company (i) the Company HTI has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by any other party to, to each Company HTI Employee Plan, and each Company HTI Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance in all material respects with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) each Company HTI Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination determination, opinion, notification or advisory letter from the IRS with respect to each such Plan as to its qualified status under the Code, including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation, or has remaining a period of time under applicable Treasury regulations Regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination and no event has occurred which would adversely affect the status of such determination letter or as to the qualified status of each such HTI Employee Plan; (iii) to HTI's knowledge, no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company HTI Employee Plan; (iv) there are no actions, suits or claims pending, or, to the knowledge of the CompanyHTI, threatened or reasonably anticipated (other than routine claims for benefits) against any Company HTI Employee Plan or against the assets of any Company HTI Employee Plan; (v) each Company HTI Employee Plan can be amended, terminated or otherwise discontinued after the Closing Effective Time in accordance with its terms, without liability to the Company Headwaters, Merger Sub, the Surviving Corporation, HTI or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination eventor full vesting of any employer contributions to any HTI Employee Plan intended to qualify under Section 401(a) of the Code); (vi) there are no audits, inquiries or proceedings pending or, to the knowledge of the CompanyHTI or any Affiliates, threatened by the IRS or DOL with respect to any Company HTI Employee Plan; and (vii) neither the Company HTI nor any Affiliate is subject to any material penalty or tax with respect to any Company HTI Employee Plan under Section 402(i502(i) of ERISA or Sections 4975 through 4980 of the Code; and (viii) all contributions due from the Company or any Affiliate with respect to any of the Company Employee Plans have been made as required under ERISA or have been accrued on the Company Balance Sheet.

Employee Plan Compliance. Except, in each case, Except as would not, individually or in the aggregate, have a Material Adverse Effect set forth on Section ------------------------ 2.18(d) of the Company Schedule, (i) the Seller and Company has have performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by any other party to, to each Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, regulations including but not limited to ERISA or the Code; (ii) each Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination determination, opinion, notification or advisory letter from the IRS with respect to each such Employee Plan as to its qualified status under the Code, including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation, or has remaining a period of time under applicable Treasury regulations Regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination and no event has occurred which would adversely affect the status of such determination letter or as to the qualified status of each such Employee Plan; (iii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 of the Code or Section 408 of ERISAERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Company Employee Plan; (iv) there are no actions, suits or claims pending, or, to the knowledge of the Seller or Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan; (v) each Company Employee Plan (other than any stock option plan) can be amended, terminated or otherwise discontinued after at the Closing in accordance with its termsDate, without material liability to the Purchaser, Company or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination eventexpenses); (vi) there are no audits, inquiries or proceedings pending or, to the knowledge of the CompanySeller or Company or any Affiliates, threatened by the IRS or DOL with respect to any Company Employee Plan; and (vii) neither the Seller, Company nor or any Affiliate is are not subject to any material penalty or tax Tax with respect to any Company Employee Plan under Section 402(i502(i) of ERISA or Sections 4975 through 4980 of the Code; and (viii) all contributions due from the Company or any Affiliate with respect to any of the Company Employee Plans have been made as required under ERISA or have been accrued on the Company Balance Sheet.

Employee Plan Compliance. Except, in each case, as would not, individually or in the aggregate, have a Material Adverse Effect on the Company (i) Each of Almo and the Company Sellers has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by any other party to, under each Company Employee Plan, each Employee Agreement and with respect to its workers' representative committee, and each Company Employee Plan has been established and maintained in all material respects each Employee Agreement; (ii) there are no actions, suits or claims pending, or, to the best knowledge of each of Almo and the Sellers threatened or anticipated (other than routine claims for benefits) against any Employee Plan or against the assets of any Employee Plan or under any Employee Agreement or relating to the workers' representative committee; (iii) each Employee Plan can be amended, terminated or otherwise discontinued after the Closing in accordance with its terms terms, without liability to Buyer (other than ordinary administration expenses typically incurred in a termination event); (iv) there are no inquiries or proceedings pending or, to the best knowledge of each of Almo and in compliance the Sellers, threatened by any governmental authority with all applicable lawsrespect to any Employee Plan or any Employee Agreement; (v) each of Almo and the Sellers is not subject to any penalty or tax with respect to any Employee Plan or any Employee Agreement; (vi) no prohibited transaction within the meaning of Section 4975 of the Code or Section 406 or 407 of ERISA, statutes, orders, rules and regulations, including but not limited to otherwise exempt under Section 408 of ERISA or Section 4975 of the Code, has occurred with respect to any Employee Plan; and (iivii) each Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination letter from the IRS with respect to each such Employee Plan as to its qualified status under from the Code United States Internal Revenue Service or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination determination, and no event nothing has occurred which would adversely affect since the status date of such determination letter or that could reasonably be expected to affect the qualified status of such Plan; (iii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan; (iv) there are no actions, suits or claims pending, or, to the knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan; (v) each Company Employee Plan can be amended, terminated or otherwise discontinued after the Closing in accordance with its terms, without liability to the Company or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination event); (vi) there are no audits, inquiries or proceedings pending or, to the knowledge of the Company, threatened by the IRS or DOL with respect to any Company Employee Plan; (vii) neither the Company nor any Affiliate is subject to any material penalty or tax with respect to any Company Employee Plan under Section 402(i) of ERISA or Sections 4975 through 4980 of the Code; and (viii) all contributions due from the Company or any Affiliate with respect to any of the Company Employee Plans have been made as required under ERISA or have been accrued on the Company Balance Sheet.

Employee Plan Compliance. Except, in each case, as would not, individually or in the aggregate, have a Material Adverse Effect on the Company (i) the The Company has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by any other party to, to each Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) each Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination determination, opinion, notification or advisory letter from the IRS with respect to each such Plan as to its qualified status under the Code, including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination and no event has occurred which would adversely affect the status of such determination letter or as to the qualified status of each such Company Employee Plan; (iii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 or Section 408 of ERISAERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Company Employee Plan; (iv) there are no actions, suits or claims pending, or, to the knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan; (v) each Company Employee Plan (other than any Stock Option Plans) can be amended, terminated or otherwise discontinued after the Closing in accordance with its termsEffective Time, without material liability to the Parent, Company or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination eventexpenses); (vi) there are no audits, inquiries or proceedings pending or, to the knowledge of the CompanyCompany or any Affiliates, threatened by the IRS or DOL with respect to any Company Employee Plan; and (vii) neither the Company nor any Affiliate is subject to any material penalty or tax with respect to any Company Employee Plan under Section 402(i502(i) of ERISA or Sections 4975 through 4980 of the Code; and (viii) all contributions due from the Company or any Affiliate with respect to any of the Company Employee Plans have been made as required under ERISA or have been accrued on the Company Balance Sheet.

Employee Plan Compliance. Except, in each case, as would not, individually or in the aggregate, have a Material Adverse Effect on the Company (i) the Company has PROVISION and PROVISION Subsidiaries have performed in all material respects all obligations required to be performed by it them under, is are not in material default or violation of, and has have no knowledge Knowledge of any default or violation by any other party to, to each Company PROVISION Employee Plan, and each Company PROVISION Employee Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or and the Code; (ii) each Company PROVISION Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination determination, opinion, notification or advisory letter from the IRS with respect to each such PROVISION Employee Plan as to its qualified status under the Code or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination and no event has occurred which would adversely affect the status of such determination letter or as to the qualified status of each such PROVISION Employee Plan; (iii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 or Section 408 of ERISAERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Company PROVISION Employee Plan; (iv) there are no actions, suits or claims pending, or, to the knowledge Knowledge of the CompanyPROVISION or any PROVISION Subsidiary, threatened or reasonably anticipated (other than routine claims for benefits) against any Company PROVISION Employee Plan or against the assets of any Company PROVISION Employee Plan; (v) each Company Employee Plan can be amended, terminated or otherwise discontinued after the Closing in accordance with its terms, without liability to the Company or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination event); (vi) there are no audits, inquiries or proceedings pending or, to the knowledge Knowledge of the CompanyPROVISION or any of PROVISION Subsidiaries, or any ERISA Affiliates, threatened by the IRS or DOL with respect to any Company PROVISION Employee Plan; and (viivi) neither the Company PROVISION, PROVISION Subsidiaries, nor any ERISA Affiliate is subject to any material penalty or tax with respect to any Company PROVISION Employee Plan under Section 402(i502(i) of ERISA or Sections 4975 through 4980 of the Code; and (viii) all contributions due from the Company or any Affiliate with respect to any of the Company Employee Plans have been made as required under ERISA or have been accrued on the Company Balance Sheet.

Employee Plan Compliance. Except, in each case, as would not, individually or in the aggregate, have a Material Adverse Effect on the Company (i) the Company has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by any other party to, each Company Employee Plan, and each Each Company Employee Plan has been established established, administered and maintained in all material respects in accordance with its terms in all material respects and in compliance with all applicable laws, statutes, orders, rules and regulationsLaws, including but not limited to ERISA or and the Code; (ii) each Company Employee Plan that is intended to qualify be qualified under Section 401(a) of the Code and each corresponding trust intended to qualify exempt under Section 501(a) 501 of the Code is so qualified and has either received a favorable timely determination or opinion letter from the IRS with respect to each such Plan as to upon which it may rely regarding its qualified status under the Code or has remaining a period of time under applicable Treasury regulations or for all statutory and regulatory changes with respect to all plan qualification requirements for which the IRS pronouncements in which to apply for will issue such a determination letter and make any amendments necessary and, to obtain a favorable determination and the Knowledge of the Company, no event has occurred which would adversely affect circumstance exists, whether by action or failure to act, that caused or could cause the status loss of such determination letter qualification or the qualified status imposition of such Planany penalty or Tax; (iii) no "prohibited transaction," within the meaning Company, its Subsidiaries and each of their ERISA Affiliates have timely made all contributions and other payments required by and due under the terms of each Company Employee Plan, applicable Law, GAAP, Section 4975 412 of the Code, other applicable Code section or Sections 406 and 407 of ERISAany collective bargaining agreement with respect to all prior periods (including, without limitation, all contributions, insurance premiums or intercompany charges), and not all benefits accrued under any unfunded Company Employee Plan have been paid, accrued or otherwise exempt under Section 408 adequately reserved to the extent required by, and in accordance with the terms of ERISAsuch Company Employee Plan, has occurred applicable Law, and GAAP; (iv) there are no audits, inquiries or Legal Actions pending, instituted or threatened or, to the Knowledge of the Company, anticipated by the IRS or the U.S. Department of Labor, or any Governmental Entity with respect to any Company Employee Plan, and no such completed audit, inquiry or Legal Action, if any, has resulted in the imposition of any Tax or penalty; (ivvi) there are no actions, suits claims or claims other Legal Actions pending, threatened, asserted, instituted or, to the knowledge Knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan Plan, any trustee or against fiduciaries thereof, any ERISA Affiliate, any employee, officer, director, stockholder or other service provider of the Company or any Subsidiary (whether current, former or retired), or any of the assets of any Company Employee Plan; (vvii) with respect to each Company Employee Plan can be amendedthat is funded mostly or partially through an insurance policy, terminated or otherwise discontinued after the Closing in accordance with its terms, without liability to the Company or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination event); (vi) there are no audits, inquiries or proceedings pending or, to the knowledge none of the Company, threatened by its Subsidiaries or any ERISA Affiliate has any Liability in the IRS nature of retroactive rate adjustment, loss sharing arrangement or DOL other actual or contingent Liability arising wholly or partially out of events occurring on or before the date of this Agreement or is reasonably expected to have such Liability with respect to periods through the Effective Time; (viii) no non-exempt “prohibited transaction,” as such term is defined in Section 406 of ERISA and Section 4975 of the Code, has occurred or is reasonably expected to occur with respect to any Company Employee Plan; (vii) neither the Company nor any Affiliate is , and no circumstance has occurred that could subject to any material penalty or tax with respect to any Company Employee Plan under Section 402(i) of ERISA or Sections 4975 through 4980 of the Code; and (viii) all contributions due from the Company or any Affiliate with respect Subsidiary to any a tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA; and (ix) No Company Employee Plans have been made as required under ERISA Plan is funded by, associated with or have been accrued on related to a “voluntary employees’ beneficiary association” within the Company Balance Sheetmeaning of Section 501(c)(9) of the Code.

Employee Plan Compliance. Except, in each case, as would not, individually or in the aggregate, have a Material Adverse Effect on the Company (i) the The Company has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by any other party to, each Company Employee PlanPlan and/or Employee Agreement, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or and the Code; (ii) each Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received (A) a favorable determination letter from the IRS with respect to each such Plan as to its qualified status under the Code (or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination determination) or (B) if such Plan is on a prototype or volume submitter plan document, such prototype or volume submitter document has received a favorable opinion letter, and no event has occurred which would adversely affect the status of such determination letter or opinion letter or the qualified status of such Plan; (iii) no "“prohibited transaction," ” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan; (iv) there are no actions, suits or claims pending, or, to the knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan; (v) each Company Employee Plan can be amended, terminated or otherwise discontinued either before or after the Closing Effective Time in accordance with its terms, without liability to Parent, the Company or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination event); (vi) there are no audits, inquiries or proceedings pending or, to the knowledge of the Company, threatened by the IRS or DOL with respect to any Company Employee Plan; (vii) neither the Company nor any Affiliate is subject to any material penalty or tax with respect to any Company Employee Plan under Section 402(i) 21 of ERISA or Sections 4975 through 4980 of the Code; and (viii) all contributions due from the Company or any Affiliate with respect to any of the Company Employee Plans have been made as required under ERISA or have been accrued on the Company Balance Sheet; (ix) to the Company’s knowledge, all individuals who, pursuant to the terms of any Employee Plan or Employee Agreement, are entitled to participate in any such Employee Plan or Employee Agreement are currently participating in such Employee Plan or Employee Agreement, or have been given the opportunity to do so and have declined; (x) there has been, within the 2004 calendar year, no amendment to (whether or not written) or change in employee participation or coverage under, any Employee Plan or Employee Agreement that would increase materially the expense of maintaining such Employee Plan or Employee Agreement above the level of the expense incurred in respect thereof during the calendar year 2003.

Employee Plan Compliance. Except, in each case, as would not, individually or in the aggregate, have a Material Adverse Effect on the Company (i) the Company GeoCities has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, ; and has no knowledge of any material default or violation by any other party to, to each Company GeoCities Employee Plan, and each Company GeoCities Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) each Company GeoCities Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination letter from the IRS with respect to each such Plan as to its qualified status under the Code or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination and no event has occurred which would adversely affect the status of such determination letter or the qualified status of such Plan; (iii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company GeoCities Employee Plan; (iv) there are no actions, suits or claims pending, or, to the knowledge of the CompanyGeoCities, threatened or reasonably anticipated (other than routine claims for benefits) against any Company GeoCities Employee Plan or against the assets of any Company GeoCities Employee Plan; (v) each Company GeoCities Employee Plan can be amended, terminated or otherwise discontinued after the Closing Effective Time in accordance with its terms, without liability to the Company Yahoo!, GeoCities or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination event); (vi) there are no audits, inquiries or proceedings pending or, to the knowledge of the CompanyGeoCities, threatened by the IRS or DOL with respect to any Company GeoCities Employee Plan; and (vii) neither the Company GeoCities nor any Affiliate is subject to any material penalty or tax with respect to any Company GeoCities Employee Plan under Section 402(i) of ERISA or Sections 4975 through 4980 of the Code; and (viii) all contributions due from the Company or any Affiliate with respect to any of the Company Employee Plans have been made as required under ERISA or have been accrued on the Company Balance Sheet.

Employee Plan Compliance. Except, in each case, as would not, individually or in the aggregate, have a Material Adverse Effect on the Company (i) the The Company has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by any other party to, under each Company Employee Plan, Plan and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) each Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received or relies on a favorable determination determination, opinion, notification or advisory letter from the IRS with respect to each such Plan as to its qualified status under the Code, including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation (or has remaining a period of time under the Code or applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter request, and make any amendments necessary to obtain obtain, such a favorable determination and no event has occurred which would adversely affect letter from the status of such determination letter or the qualified status of such PlanIRS); (iii) no "“prohibited transaction," ” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, ERISA (or an exemption issued thereunder) has occurred with respect to any Company Employee Plan; (iv) there are no actions, suits or claims pending, or, to the knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan; (v) each Company Employee Plan can be amended, terminated or otherwise discontinued after the Closing Effective Time in accordance with its terms, without liability to the Company Parent or any of its Affiliates Surviving Entity (other than ordinary administration expenses typically incurred in a and termination eventexpenses); (vi) there are no audits, inquiries or proceedings pending or, to the knowledge of the Company, threatened by the IRS or DOL with respect to any Company Employee Plan; and (vii) neither the Company nor any Affiliate is subject to any material penalty or tax with respect to any Company Employee Plan under Section 402(i502(i) of ERISA or Sections 4975 through 4980 of the Code; . The Company has satisfied all overdue liabilities, including any fines and/or penalties owing to the IRS under the Q2 Retirement Savings Plan (Money Purchase Plan) and the Q2 Retirement Savings Plan (viii401(k) Profit Sharing Plan) and has timely made all contributions and other payments required by and due from it under the terms of each Company or any Affiliate with respect Employee Plan. For each Company Employee Plan that is intended to any be qualified under Section 401(a) of the Company Employee Plans have Code, to the knowledge of Company, there has been made as required under ERISA no event, condition or have been accrued on the Company Balance Sheetcircumstance that has adversely affected or is likely to adversely affect such qualified status.

Employee Plan Compliance. Except, in each case, as would not, individually or in the aggregate, have a Material Adverse Effect on the Company (i) the The Company has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by any other party to, to each Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) each Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination determination, opinion, notification or advisory letter from the IRS with respect to each such Plan as to its qualified status under the Code, including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination and no event has occurred which would adversely affect the status of such determination letter or as to the qualified status of each such Company Employee Plan; (iii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan; (iv) there are no actions, suits or claims pending, or, to the knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan; (v) each Company Employee Plan can be 32 amended, terminated or otherwise discontinued after the Closing in accordance with its terms, without liability to Parent, the Company or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination eventexpenses); (vi) there are no audits, inquiries or proceedings pending or, to the knowledge of the CompanyCompany or any Affiliates, threatened by the IRS or DOL with respect to any Company Employee Plan; and (vii) neither the Company nor any Affiliate is subject to any material penalty or tax with respect to any Company Employee Plan under Section 402(i502(i) of ERISA or Sections 4975 through 4980 of the Code; and (viii) all contributions due from the Company or any Affiliate with respect to any of the Company Employee Plans have been made as required under ERISA or have been accrued on the Company Balance Sheet.

Employee Plan Compliance. Except, in each case, as would not, individually or in the aggregate, have a Material Adverse Effect on the Company (i) the Company HBF has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by any other party to, to each Company HBF Employee Plan, and each Company HBF Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) to the knowledge of HBF, each Company HBF Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination letter from the IRS with respect to each such Plan as to its qualified status under the Code, including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination and no event has occurred which would adversely affect the status of such determination letter or the qualified status of such Plandetermination; (iii) to the knowledge of HBF, no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISAERISA or 4975 of the Code, has occurred with respect to any Company HBF Employee Plan; (iv) to the knowledge of HBF, there are no actions, suits or claims pending, or, to the knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Company HBF Employee Plan or against the assets of any Company HBF Employee Plan; (v) to the knowledge of HBF, each Company HBF Employee Plan can be amended, terminated or otherwise discontinued after the Closing Date in accordance with its terms, without liability to the Company Purchaser, HBF or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination event); (vi) to the knowledge of HBF, there are no audits, inquiries or proceedings pending or, to the knowledge of the Company, or threatened by the IRS or DOL with respect to any Company HBF Employee Plan; and (vii) neither to the Company knowledge of HBF, either HBF nor any Affiliate is subject to any material penalty or tax with respect to any Company HBF Employee Plan under Section 402(i) of ERISA or Sections 4975 through 4980 of the Code; and (viii) all contributions due from the Company or any Affiliate with respect to any of the Company Employee Plans have been made as required under ERISA or have been accrued on the Company Balance Sheet.

Employee Plan Compliance. Except, in each case, as would not, individually or in the aggregate, have a Material Adverse Effect on the Company (i) the Company Street has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge Knowledge of any default or violation by any other party to, to each Company Street Employee Plan, and each Company Street Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) each Company Street Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination letter from the IRS with respect to each such Plan as to its qualified status under the Code, including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination and no event has occurred which would adversely affect the status of such determination letter or the qualified status of such Plandetermination; (iii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISAERISA or 4975 of the Code, has occurred with respect to any Company Street Employee Plan; (iv) there are no actions, suits or claims pending, or, to the knowledge Knowledge of the CompanyStreet, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Street Employee Plan or against the assets of any Company Street Employee Plan; (v) each Company Street Employee Plan can be amended, terminated or otherwise discontinued after the Closing Effective Time in accordance with its terms, without liability to the Company Select, Street or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination event); (vi) there are no audits, inquiries or proceedings pending or, to the knowledge Knowledge of the CompanyStreet or any Affiliates, threatened by the IRS or DOL with respect to any Company Street Employee Plan; and (vii) neither the Company Street nor any Affiliate is subject to any material penalty or tax with respect to any Company Street Employee Plan under Section 402(i) of ERISA or Sections 4975 through 4980 of the Code; and (viii) all contributions due from the Company or any Affiliate with respect to any of the Company Employee Plans have been made as required under ERISA or have been accrued on the Company Balance Sheet.

Employee Plan Compliance. Except, in each case, as would not, individually or in the aggregate, have a Material Adverse Effect on the Company (i) the Company Except as set forth in Schedule 3.18(d) hereto, Treyarch and each of its Affiliates has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by any other party to, them under each Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or and the Code; (ii) each Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination letter from the IRS with respect to each such Plan as to its qualified status under the Code or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination and no event has occurred which would adversely affect the status of such determination letter or the qualified status of such Plan; (iii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections Section 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISAERISA for which no class or statutory exemption is available, has occurred with respect to any Company Employee Plan; (iviii) there are no material actions, suits or claims pending, pending or, to the knowledge of the CompanyMembers, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan; (viv) each Company such Employee Plan can be amended, terminated or otherwise discontinued after the Closing Effective Time in accordance with its terms, without material liability to the Company Treyarch or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination event); (viv) there are no audits, inquiries or proceedings pending or, to the knowledge of the CompanyMembers, threatened by the IRS or DOL with respect to any Company Employee Plan; (viivi) neither the Company nor any Affiliate Treyarch is not subject to any material penalty or tax with respect to any Company Employee Plan under Section 402(i502(i) of ERISA or Sections Section 4975 through 4980 4980B of the Code; (vii) all contributions, including any top heavy contributions, required to be made prior to the Closing by Treyarch or any ERISA Affiliate to any Employee Plan have been made or shall be made on or before the Closing Date; and (viii) Treyarch and its Affiliates are in compliance in all contributions due from respects with the Company or requirements of Parts 6 and 7 of Subtitle B of Title I of ERISA and the regulations promulgated thereunder and any Affiliate with respect to any of the Company Employee Plans have been made as required under ERISA or have been accrued on the Company Balance Sheetsimilar state laws concerning group health care continuation coverage and group health plan portability, access and renewability requirements, respectively.